Asp 11 by Brother Roger

รายงานประจ�ำปี

2554

ANNUAL REPORT

2011

Financial Highlight Financial Ratio Message from the Chairman of the Board and the Chief Executive Officer Detail on Executives Organization Chart Vision / Mission General Information

2011 Business Operation

Remuneration of Directors and Executives Corporate Governance Related Transactions Management Discussion and Analysis Report of the Board of Directorsâ&#x20AC;&#x2122; Reponsibilities for Financial Statments Report of the Audit Committee Report of the Independent Auditor Financial Statements

2011 Market Summary Corporate Social Responsibility Risk Factors Shareholders and Management Structure

Remuneration of Auditor Branches

02 01

“Forest in the Universe” Watcharin Rodnit

(Consolidated Financial Statements) As at or for the year ended 31 December Operating Results (Million Baht) Total revenues Total expenses Profit before tax Profit for the year Financial Position Statement Information (Million Baht) Total assets Total liabilities Total ownersâ&#x20AC;&#x2122; equity Investments Margin loan Common Share Information (Baht) Par value Book value per share Earning per share Dividend per share Consolidated revenues structure

2011

2010

2009

2,013.37 1,265.06 748.30 505.32

2,332.12 1,309.54 1,022.58 751.64

1,638.65 1,010.31 628.34 452.86

6,442.72 2,466.90 3,975.81 1,243.87 1,252.22

7,262.73 2,976.51 4,286.22 2,708.60 1,944.30

5,420.24 1,557.22 3,863.02 2,175.30 913.79

1.00 1.89 0.24 0.20

1.00 2.04 0.36 0.28

1.00 1.83 0.22 0.20

“Nature-The Aura of Spirit 2” Tanathip Thipvari

“Anodat pond 2” Neti Phikroh

02 03

2011

2010

2009

Profitability Ratio Gross Profit Margin

92.43

95.25

95.55

Net Profit Margin

25.10

32.46

27.64

Return on Equity

12.23

18.45

12.50

Return on Investment

16.79

27.70

18.83

Return on Assets

7.37

11.85

9.51

Asset Turnover

Times

0.29

0.37

0.34

Liquid Assets to Total Borrowings

Times

21.74

12.37

Performing Assets to Total Borrowings

Times

38.30

40.55

Liquid Assets to Total Assets

33.50

25.87

24.17

Performing Assets to Total Assets

59.00

84.79

73.00

Times

0.62

0.69

0.40

85.491/

78.85

96.42

Net Investment in Securities to Total Assets

19.31

37.36

40.13

Net Liquid Capital to Total Liabilities

137.19

130.93

213.10

Efficiency Ratio

Financial Ratio

Debt to Equity Dividend Pay out Other Ratio

The Board of Directors Meeting No. 2/2012 on February 22, 2012, has resolved to propose to the Annual General Meeting of Shareholders No. 18, which will be held on April 19, 2012, the declaration of dividend from the operating results of 2011 to all shareholders at the rate of Baht 0.20 per share, totaling Baht 421,131,208. The Company had paid an interim dividend on September 23, 2011 at the rate of Baht 0.08 per share, totaling Baht 168,452,483. The remaining dividend shall be paid at the rate of Baht 0.12 per share, totaling Baht 252,678,725. The Company set the date to determine the list of shareholders entitled to receive dividend on March 15, 2012. The Shareholders Registration Book closing date for collecting shareholders names under Section 225 of the Securities and Exchange Act, B.E.2535 is scheduled to be on March 16, 2012. The dividend payment shall be made on May 4, 2012.

04 05 “Tales from the clouds” Somrak Maneemai

“The last house 1999 No.2” Chamnan Prangsook

The securities investment in 2011 experienced downward pressure due to both overseas and domestic factors, particularly the impacts of the European sovereign debt crisis which have persisted for two years. At the same time, the nation was hard hit by the prolonged political conflicts following the general election and the country’s worst floods in decades. Beginning in October 2011 in Central Thailand, the flooding soon spread throughout Bangkok and its outskirts, resulting in a sharp economic meltdown in the fourth quarter of 2011. The real sector was negatively affected by the floods especially the auto, electronic parts, and electrical appliance industries. The impact also carried over to the service industries including tourism and hotels. The securities industry was no exception as evidenced by the highly volatile stock index. At the end of 2010, the SET composite index finished the year at 1,032 points. During 2011, the highest point was 1,144 on August 1, 2011, an increase of 10.9% from the end of 2010. Later, the SET index hit a low of 855 points on October 4, 2011, entering correction mode. At the year end 2011, the index closed at 1,025 points, a slight decline of 1.6% from the end of 2010. Such heightened market volatility adversely affected the investment and trading volume of securities in the market, prompting the Company’s operating results to drop. For 2011, the Company’s net profit amounted to Bt505 million, a fall of 32.8% year on year. In 2011, the Company placed a continual emphasis on the policy to ready itself for the highly intense competition in the wake of full liberalization of brokerage fees which will take effect in 2012. To that effect, the Company clearly redefined its financial product lines as well as increasing more financial products and services. Added to these were further investment in information technology and recruiting quality personnel from other industries, allowing them to share their experience with the Company’s staff. The efforts will continue into 2012 as a means to consolidate the business to ensure long-term stability and growth.

The Company commits itself to carrying out business with adherence to professionalism, virtue, and ethics to ensure customers enjoy the best services. The commitment attests to the Company’s responsibility for its stakeholders beyond shareholders, employees, trading partners, and the society of the concerned parties whose coordination of profits is encouraged by the Company. For its part, the Company provided full support and cooperation to contribute to the involved society. For instance, the Company donated money to assist and rebuild the lives of flood victims in conjunction with other organizations in the capital market led by the Stock Exchange of Thailand. In 2011, the Company launched a project dedicated to promoting art, organizing a painting contest to stimulate interest in the Thai arts and increase the value of Thai artists’ works of art, making them widely accepted on a broader scale. The first contest was organized under the theme “The Beautiful Nature of the World”. The winning paintings of the young and general artists are presented in this Annual Report. They showcase the inspiring ideas and artistic excellence of the budding artists as concerns nature. The Company plans to organize the contest every year. On behalf of the Board of Directors of Asia Plus Securities Public Company Limited, I would like to extend our appreciation to all stakeholders for their continual trust and support for the Company’s business throughout 2011. This will be a powerful force driving the management and each and every employee to commit themselves to achieving the goals of retaining our leadership in providing a full spectrum of financial services and creating continual economic value for our shareholders.

Mr.Chali Sophonpanich Chairman of the Board of Directors

Mr.Kongkiat Opaswongkarn Chief Executive Officer

06 07

Mr.Chali Sophonpanich Chairman of the Board of Directors, Executive Director (Authorized Director), Member of the Nomination Committee

Mr.Kongkiat Opaswongkarn Chief Executive Officer (Authorized Director) Member of the Nomination Committee

Mr.Michael David Roberts Independent Director, Member of the Remuneration Committee

Mr.Chali Sophonpanich Age 50 years Position Chairman of the Board of Directors, Executive Director (Authorized Director), Member of the Nomination Committee Education / Training • M.B.A., Finance, University of Chicago, U.S.A. • B.S., Engineering, Brown University, U.S.A. • Director Accreditation Program, Class No.40/2005 The Thai Institute of Directors Association % of shareholdings 35,998,463 shares (1.71 %) Relationship of other Executives Mr.Chali Sophonpanich is a younger brother of husband of Mrs.Nintira Sophonpanich (director of the company)

Work Experience Asia Plus Securities Public Company Limited 1994 - Present Chairman of the Board of Directors 1998 - 2001 Chairman of the Executive Board 2010 - Present Member of the Nomination Committee September 2011 - Present Executive Director Other Business 1986 - Present President, City Realty Company Limited 1987 - Present Director, Asia Sermkij Company Limited 1990 - Present Chairman of the Board of Directors,TICON Industrial Connection Public Company Limited Record of Involvement in lllegal Activities during the Past 10 years - None -

Mr.Kongkiat Opaswongkarn Age 55 years Position Chief Executive Officer (Authorized Director) Member of the Nomination Committee Education / Training • Ph.D., M.S., M.B.A., (Distinction) The Wharton School, University of Pennsylvania • B.Engineering (First Class Honour), Chulalongkorn University • The National Defence College of Thailand, Class No.4414 • Capital Market Academy Leadership Program, Class I • Director Accreditation Program, Class No.40/2005 The Thai Institute of Directors Association % of shareholdings 73,642,021 shares (3.50 %) Relationship of other Executives - None -

Work Experience Asia Plus Securities Public Company Limited 2004 - Present Chief Executive Officer 2010 - Present Member of the Nomination Committee Other Business 2004 - 2007 Chairman, Board of Executive Directors, Export-Import Bank of Thailand 2004 - 2008 Chairman, Securities Analysts Association 2005 - 2008 Chairman, Federation of Thai Capital Market Organizations 2007 - 2011 New Listings Committee, The Stock Exchange of Thailand 2008 - Present Chairman of the Board of Directors, Asia Plus Advisory Company Limited Record of Involvement in lllegal Activities during the Past 10 years - None -

Mr.Michael David Roberts Age 64 years Position Independent Director, Member of the Remuneration Committee Education / Training • M.B.A., Liverpool University, U.K. • B.Commerce, Liverpool University • Director Certification Program, Class No.112/2009 The Thai Institute of Directors Association % of shareholdings - None Relationship of other Executives - None -

Work Experience Asia Plus Securities Public Company Limited 1998 - Present Director 2003 - Present Member of the Remuneration Committee 2010 - Present Independent Director Other Business 1997 - 1999 Council Member of Hong Kong Stock Exchange 2000 - 2005 Securities and Futures Commission Compensation Committee 2000 - Present Director, Aberdeen International Fund Manager Ltd. 2004 - Present Member of Hong Kong Institute of Directors Record of Involvement in lllegal Activities during the Past 10 years - None -

08 09

Mr.Virach Aphimeteetamrong Independent Director, Chairman of the Audit Committee, Member of the Nomination Committee

Mr.Sopon Boonyaruttapunth Independent Director, Member of the Audit Committee, Member of the Remuneration Committee, Member of the Nomination Committee

Mr.Satit Chanjavanakul Independent Director, Member of the Audit Committee, Chairman of the Nomination Committee

Mrs.Nintira Sophonpanich Director, Advisor to the Executive Committee

Mr.Virach Aphimeteetamrong Age 68 years Position Independent Director, Chairman of the Audit Committee, Member of the Nomination Committee Education / Training • Ph.D., Finance, University of Illinois, U.S.A. • Master of Accounting Science, University of Illinois, U.S.A. • B.A. (Second Class Honour), Chulalongkorn University • Director Accreditation Program, Class No.2/2003 The Thai Institute of Directors Association % of shareholdings 203,112 shares (0.01 %) Relationship of other Executives - None Work Experience Asia Plus Securities Public Company Limited 2004 - Present Independent Director, Chairman of the Audit Committee 2010 - Present Member of the Nomination Committee

Other Business 1988 - Present Chairman, Dr. Virach & Associates 1993 - Present Independent Director, Supalai Public Company Limited 1993 - Present Director, Supalai Property Management Company Limited 1995 - Present Member of the Audit Committee, Metro System Corporation Public Company Limited 2003 - Present Chairman of the Audit Committee, TRIS Corporation Company Limited 2003 - Present Chairman of the Audit Committee, TRIS Rating Company Limited 2004 - Present Chairman of the Audit Committee, Bangkok Chain Hospital Public Company Limited 2007 - Present Chairman, Shin Corporation Public Company Limited Record of Involvement in lllegal Activities during the Past 10 years - None -

Mr.Sopon Boonyaruttapunth Age 49 years Position Independent Director, Member of the Audit Committee, Member of the Remuneration Committee, Member of the Nomination Committee Education / Training • M.S. in Accounting, Thammasat University • B.B.A. (Honour) in Accounting, Thammasat University • Certified Public Accountant • Director Certification Program, Class No.17/2002 The Thai Institute of Directors Association • Fellow Member, The Thai Institute of Directors Association % of shareholdings - None Relationship of other Executives - None -

Work Experience Asia Plus Securities Public Company Limited 1999 - Present Independent Director, Member of the Audit Committee 2003 - Present Member of the Remuneration Committee 2010 - Present Member of the Nomination Committee Other Business 1999 - Present President, Vnet Capital Group Record of Involvement in lllegal Activities during the Past 10 years - None -

Mr.Satit Chanjavanakul Age 63 years Position Independent Director, Member of the Audit Committee, Chairman of the Nomination Committee Education / Training • M.Sc., Textile Technology, University of Leeds, U.K. • M.B.A., Thammasat University • B. Eng. (Industrial Engineering) Chulalongkorn University • Director Certification Program, Class No.83/2007 The Thai Institute of Directors Association • Capital Market Academy Leadership Program, Class 5 The Thai Institute of Directors Association % of shareholdings - None Relationship of other Executives - None Work Experience Asia Plus Securities Public Company Limited 2004 - Present Independent Director, Member of the Audit Committee 2010 - Present Chairman of the Nomination Committee

Other Business 1991 - Present Director, SPC Home Ideas Company Limited 2004 - 2008 Secretary General, Board of Investment 2008 - Present Director, Jamjuree Innovation Company Limited 2009 - Present Chairman, SNC Former Public Company Limited 2009 - Present Member of the Audit Committee, Chumporn Palm Oil Industry Public Company Limited 2009 - Present Independent Director, Crown Seal Public Company Limited 2009 - Present Member of the Audit Committee, Lalin Property Public Company Limited 2009 - Present Director, CSOTL Offshore Limited 2010 - Present Director, Thai Airlines Holdings Company Limited Record of Involvement in lllegal Activities during the Past 10 years - None -

Mrs.Nintira Sophonpanich Age 46 years Position Director, Advisor to the Executive Committee Education / Training • M.B.A., Cass Business School, City University London • B.Sc., Economics (Honour), London School of Economics and Political Science, U.K. • Director Accreditation Program, Class May 4/2005 The Thai Institute of Directors Association % of shareholdings 4,509,902 shares (0.21 %) Relationship of other Executives Mrs.Nintira Sophonpanich is a spouse of elder brother of Mr.Chali Sophonpanich (the Chairman)

Work Experience Asia Plus Securities Public Company Limited 1994 - 2008 Executive Director 2008 - Present Director and Advisor to the Executive Committee Other Business 2000 - Present Director, Bangkok BTMU Company Limited 2008 - Present Director, Asia Plus Advisory Company Limited 2010 - Present Director, Bangkok Insurance Public Company Limited Record of Involvement in lllegal Activities during the Past 10 years - None -

10 11

Mr.Patchara Surajaras Executive Director (Authorized Director)

Mr.Jirawat Lewprasert Executive Director (Authorized Director)

Mr.Patchara Surajaras Age 53 years Position Executive Director (Authorized Director) Education / Training • Ph.D., Financial Economics, Claremont Graduate School, U.S.A. • M.A. Economics, University of North Carolina at Greensboro • B.S. (Agricultural Economics), Kasetsart University • Director Accreditation Program, Class No.1/2003 The Thai Institute of Directors Association % of shareholdings - None Relationship of other Executives - None -

Work Experience Asia Plus Securities Public Company Limited 1998 - 2001 Senior Executive Vice President, Information System Division, Branch Operating Division, Planning and Business Development Department 2001 - Present Executive Director Other Business 2008 - Present Director, Asia Plus Advisory Company Limited Record of Involvement in lllegal Activities during the Past 10 years - None -

Mr.Jirawat Lewprasert Age 56 years Position Executive Director (Authorized Director) Education / Training • M.I.A., Finance, Columbia University, U.S.A. • B.A. (Economics), Thammasat University • Director Accreditation Program, Class No.41/2005 The Thai Institute of Directors Association % of shareholdings 735,275 shares (0.03 %) Relationship of other Executives - None -

Work Experience Asia Plus Securities Public Company Limited 1990 - Present Executive Director Other Business 2010 - Present Director, Asset Plus Fund Management Company Limited Record of Involvement in lllegal Activities during the Past 10 years - None -

“The Beautiful Nature of the World” Manop Sirapaeng

Executives Mrs.Pannipa Gulyanon Age 53 years Position Senior Executive Vice President, Operations Division Education / Training • B.S. in Statistics, Ramkhamhaeng University % of shareholdings 217,737 shares (0.01 %) Relationship of other Executives - None -

Mr.Krisda Sawamiphakdi Age 44 years Position Senior Executive Vice President, Business Development and Strategy Division Education / Training • M.Sc., University College, London University, U.K. • B.Sc., (Engineering) University College, London University, U.K. % of shareholdings - None Relationship of other Executives - None -

Work Experience Asia Plus Securities Public Company Limited 1987 - 1996 Vice President, Computer and System Development Department 1996 - 2002 Senior Vice President, Computer Department 2002 - 2007 Executives Vice President, Information Management and Data Processing Division 2007 - Present Senior Executive Vice President, Operations Division Record of Involvement in lllegal Activities during the Past 10 years - None Work Experience Asia Plus Securities Public Company Limited 2002 - 2007 Executive Vice President, International Equities 2009 - Present Senior Executive Vice President, Business Development and Strategy Division Other Business 2007 - 2008 Managing Director, Equities Group, SCB Securities Company Limited 2010 - Present Director, Asset Plus Fund Management Company Limited Record of Involvement in lllegal Activities during the Past 10 years - None -

Executive means any director, manager, or the first four executive officers whose rank are most senior after the manager, all persons whose rank are the same as the forgoing forth executive officer, and including any executive officer in charge of accounting and finance whose rank is a departmental manager or equivalent up.

12 13

Office of Board Secretariat & Office of the Chief Executive Officer

Board of Directors

Audit Committee

Office of IT Security

Executive Committee

Compliance and Audit Department

People Development Division

Chief Executive Officer

Business Development and Strategy Division

Capital Market Operations

President Securities Business

Capital Department Derivatives Department

Marketing Operations Retail Brokerage Business

Institutional Brokerage Business

Marketing Support Group

Marketing Division 1

Institutional Brokerage Division

Research Division

Marketing Division 3 Marketing Division 4 Marketing Division 6 Marketing Division 7 Marketing Division 9

E-Marketing Service Division

Support Services Operations

Finance Operations

Operations Division

Accounting, Finance and Planning Divison

IT Support Division

Administration Department

Risk Control Division Risk Management Division

Derivative Product Management Department

Legal Department

Wealth Management Division Investment Division Global Investment Division

14 15 “The lost piece of soil” Witthaya Horsap

“Dharma-Nature” Pratab Wiangnin

â&#x20AC;&#x153;To become the industry leader providing a full range of financial services under the fast evolving globalization ageâ&#x20AC;?

1 To expand its financial instruments and services, catering to all customerâ&#x20AC;&#x2122;s needs.

2 To widen knowledge and understanding in financial innovation to both customers and employees.

3 To extend distribution network of financial instruments and investment services.

4 To diversity and balance sources of income from various products and services.

5 To promptly responsive to changes and competition.

“Graceful Leelawadee” Rawut Benrahame

16 17

Company Name

Asia Plus Securities Public Company Limited

Registered No.

0107537001722

Head Office Location

3rd, 9th and 11th Floor Sathorn City Tower, 175 South Sathorn Road, Khwaeng Tungmahamek, Khet Sathorn, Bangkok 10120

Telephone

0-2285-1666, 0-2285-1888, 0-2680-1111

Facsimile

0-2285-1901

Type of Business

Securities Business License Type A Derivatives Business License Type S

Home page

www.asiaplus.co.th

Registered Capital

Baht 2,521,945,020, including 2,554,945,020 common shares, Baht 1 per share (as of December 31, 2011)

Register Paid-up Capital Baht 2,105,656,044, including 2,105,656,044 common shares, Baht 1 per share (as of December 31, 2011)

Subsidiaries Name

Asset Plus Fund Management Company Limited

Registered No.

0105547011826

Location

17th Floor, Sathorn City Tower, 175 South Sathorn Road, Khwaeng Tungmahamek, Khet Sathorn, Bangkok 10120

Telephone

0-2672-1000

Facsimile

0-2286-4472-3

Type of Business

Fund Management

Home Page

www.assetfund.co.th

Registered Capital

Baht 100,000,000, including 10,000,000 common shares, Baht 10 per share (as of December 31, 2011)

Register Paid-up Capital Baht 100,000,000, including 10,000,000 common shares, Baht 10 per share (as of December 31, 2011)

Name

Asia Plus Advisory Company Limited

Registered No.

0105551042137

Location

11th Floor Sathorn City Tower, 175 South Sathorn Road, Khwaeng Tungmahamek, Khet Sathorn, Bangkok 10120

Telephone

0-2680-4000

Facsimile

0-2670-9291

Type of Business

Financial Advisory

Home Page

www.asiaplus.co.th

Registered Capital

Baht 15,000,000, including 3,000,000 common shares, Baht 5 per share (as of December 31, 2011)

Other References Share Registrar

Auditor

Thailand Securities Depository Company Limited, 62 The Stock Exchange of Thailand Building, Rachadapisek Road, Klongtoey, Bangkok 10110 Thailand Telephone 0-2229-2800 0-2654-5599 Facsimile 0-2359-1259 TSD Call Center : 0-2229-2888 e-mail : contact.tsd@set.or.th Website : http://www.tsd.co.th

Ms.Rungnapa Lerdsuwankul, Cerfied Public Account No.3516 and/or Mr.Sophon Permsirivallop, CPA No. 3182 and/or Mrs.Nonglak Pumnoi, Certified Public Account No. 4172, and/or Ms.Sumalee Reewarabandith, Certified Public Account No. 3970 of Ernst & Young Office Limited, 33rd Floor, Lake Rajada Office Complex, 193/136-137 Rajadapisek Road, Klongtoey, Bangkok 10110, Thailand Telephone 0-2264-0777, 0-2661-9190 Facsimile 0-2264-0789-90, 0-2661-9192 E-mail : ernstyoung.thailand@th.ey.com

18 19

Investment in companies at 10% or more of paid up capital

As at December 31, 2011, investments held by the Company exceed 10 percent of the issued share capital of the investee are as follows

Companyâ&#x20AC;&#x2122;s name

Type of business

Type of shares

Subsidiaries Fund Ordinary 1. Asset Plus Fund Management Company Limited th Management 17 Floor, Sathorn City Tower, 175 South Sathorn Road, Khet Sathorn, Bangkok 10120 Telephone 0-2672-1000 Facsimile 0-2286-4472-3 www.assetfund.co.th 2. Asia Plus Advisory Company Limited 11th Floor, Sathorn City Tower, 175 South Sathorn Road, Khet Sathorn, Bangkok 10120 Telephone 0-2680-4000 Facsimile 0-2670-9291 www.asiaplus.co.th Other 1. Bangkok SMBC Consulting Company Limited 10th Floor, Q.House Lumpini Building, 1 South Sathorn Road, Khet Sathorn, Bangkok 10120 Telephone 0-2677-7270-5 Facsimile 0-2677-7279

No. of shares issued

Percentage No. of of share share held holding

10,000,000 9,999,993

99.99%

Financial Advisory

Ordinary

3,000,000

2,999,997

99.99%

Service Consulting

Ordinary

20,000

2,000

10.00%

The Companyâ&#x20AC;&#x2122;s business 1. Securities Brokerage Business The Company, member of the Stock Exchange of Thailand number 8, provides brokering services for both local and foreign investors at both individual and institutional levels. There are a total of 19 office branches in Bangkok and different regions of Thailand. The Company offers quality and highly experienced marketing and securities analysis teams ready to provide consultation to investors regarding both fundamental and technical factors. In addition, customers are eligible for access to real time stock reports, research and technical analysis, and other sources of investment knowledge through the Company website www.asiaplus.co.th.

Investors are able to trade securities through the Company with a cash account, cash balance account or credit balance account via 2 channels: (1) Orders made via investment consultant (2) Orders made via the Internet: this can be made with both cash account and credit balance account. In 2011, the net trading volume made through the Company totaled Bt 603,393.99 million, with a market share of 4.83% of all trading values in the Stock Exchange of Thailand (SET) and Market for Alternative Investment (MAI), ranked 5th in the market (excluding propriety trading). For 2010 and 2009, the Company ranked 3rd and 2nd with a market share of 5.26% and 5.71% respectively.

Trading Value

2011

2010

2009

SET and MAI (Million Baht) The Company (Million Baht) Companyâ&#x20AC;&#x2122;s Market Share (%) Ranking Categorized by Customer Type (%) - Institutional - Local - Foreign Categorized by Account Type (%) - Cash Account - Credit Balance Categorized by Trade Channels (%) - Via Investment consultant - Via Internet

6,243,180.17 603,393.99 4.83 5

6,188,252.52 650,854.81 5.26 3

3,856,510.44 493,029.15 5.71 2

7.28 81.16 11.56

5.06 85.83 9.11

2.58 88.62 8.81

80.08 19.92

77.97 22.03

78.93 21.07

73.20 26.80

70.89 29.11

69.74 30.26

Remarks: Trading Value of the SET and MAI - 2011 and 2010 excluding propriety trading - 2009 In Jan - Oct 09 including propriety trading, Nov. - Dec. 09 excluding propriety trading

20 21

2. Derivative Agent Business

The Company has received a license from the Securities and Exchange Commission (SEC) to operate a derivatives business as a derivatives agent according to the Derivatives Act B.E. 2546. The Company receives trading orders from customers and submits the orders to the Derivative Exchange center. Revenue for this business comes from brokerage fee from derivatives trading of customers. The Company has focused on increasing the number of investors and marketers in Thailand Future Exchange (TFEX) by continuously providing training for our employees, customers, and interested public, with long-term goal to equip our marketers and customers with knowledge and understanding about investment strategies for TFEX, risks from the investment, benefits from TFEX investment, and proper hedging. The Company has also issued daily analysis reports on TFEX investment. In 2011, the Company could generate increasing revenue from this business by 60.42% from 2010, while the number of customersâ&#x20AC;&#x2122; accounts increased by 46.30%.

3. Securities Trading

The Wealth Management and Capital Market Departments have operated securities trading business, selecting bills of exchange and bonds in primary and secondary markets and offering to customers who want to invest in bonds, which are another investment option that provides high returns. The business has been growing since its beginning in 2009. In 2011, the Company was a securities company with the 2nd largest volume of outright trading, corporate bond in particular.

4. Investment Banking Business

The Company is one of the leading service providers in investment banking. With highly specialized and experienced teams who provide continuing quality services, the Company is widely recognized and trusted by both public and private organizations. Many vital awards the Company has received from external entities serve as strong evidence of the Companyâ&#x20AC;&#x2122;s quality operations and investment banking services. In 2008, the Company has established Asia Plus Advisory Company Limited (Asia Plus Advisory) by acquiring 100% of its shares. Both the Company and Asia

Plus Advisory are licensed as a financial advisor by the Office of Securities and Exchange Commission (SEC). This license allows both the Company and Asia Plus Advisory to provide financial advisory services. Asia Plus Advisory mainly carries out the financial advisory services, while the Company retains the underwriting services. 4.1 Financial Advisory Service Operated by the Company and Asia Plus Advisory The financial advisory service encompasses a variety of corporate matters to companies registered in the SET, Government Organizations, and State-owned Enterprises. The service is provided by highly competent and wellexperienced teams specialized in financial advisory and licensed by the SEC and the SET. The services provided can be categorized as follows: (1) Securities Issuance and Offering (2) Mergers and Acquisitions (3) Independent Financial Advisory Service (4) Debt and Corporate Restructuring (5) General Financial Advisory Services 4.2 Underwriting Service Operated by the Company The Company acts as an underwriter and subunderwriter for both debt securities and equity. This business is derived from the financial advisory business and the joint venture with financial institutions or other security companies that serve as both underwriters and sub-underwriters. In addition the Company acts as the selling agent for debt instrument.

Financial Advisory Business and Performance in 2011

In 2011, many countries still suffered from economic problems which lasted from 2010. The US economy had begun to recover from the crisis, but still had a problem of high public debt. Meanwhile, there was also the EU debt crunch and impacts from Japanese earthquake in March 2011. As a result of the above-mentioned factors, the world economy was suppressed from recovery. Moreover, the recent massive flood in Thailand also affected the Thai economy, especially major industries like automotive and electronics parts. The National Economic and Social Development Board (NESDB) had projected that the Thai economy in 2011 would grow only 1.5%, compared with

the growth of 7.8% in 2010. However, it still projected the growth of 4.5-5.5% in 2012. At end-2011, SET Index closed at 1,025.32, dropping 0.72% from end-2010. However, it was a lesser decline comparing to other stock markets in Asia. In 2011, there were 10 companies listing on and raising capital from Thailand’s securities markets (excluding property fund), decreasing from 11 companies in 2010. 3 companies listed on the SET, and the rest 7 companies listed on the MAI. Total capital raised was Bt4,954 million, lower than Bt6,717 million raised by companies listing in 2010. In addition, in 2011, the Company and Asia Plus Advisory were underwriters and financial advisors of 2 listed companies, which were LH Financial Group Public Company Limited and Vintage Engineering Public Company Limited with raised capital of Bt2,052 Million in total (around 41% of total capital raised through the securities markets by new listed companies during the year). Moreover, majority of customers of the Company which had still not listed on the securities markets also planned to become listed companies in 2012. Aside from advisory services for companies that want to list on securities markets, Asia Plus Advisory still focuses on advisory services for business merger and buying/selling. In 2011, Asia Plus Advisory was an advisor for Thai Union Frozen Products Public Company Limited in its acquisition of Pakfood Public Company Limited as well as an advisor for Land and Houses Public Company Limited about selling of its shares in Bangkok Chain Hospital Public Company Limited. Furthermore, Asia Plus Advisory has also provides other advisory services. In 2011, the Company was an independent advisor for Charoen Pokphand Foods Public Company Limited about its purchase of shares of CP Pokphand Company Limited, and an independent advisor for Sub Sri Thai Public Company Limited in its purchase of shares of Golden Donuts (Thailand) Company Limited and ABP Café (Thailand) Company Limited. In addition, the Company has provided services of general financial advisory, business value estimation, and debt restructuring, which have generated revenue for the Company continuously.

In 2011 the Company and Asia Plus Advisory had revenue from investment banking business which comprised of financial advisory fee and underwriting fee amount to Bt100.85 million in total or 5.01% of total revenue compared to 2010 of Bt60.57 million or 2.60% of total revenue.

5. Investment Business

The Company sets out a policy regarding the investment in equities (securities registered in the SET), debt securities, debentures, derivative warrants, investment units, foreign reference securities, and investments in nonlisted businesses outside the Stock Exchange of Thailand that may possibly be traded in the market in the future. The investments in these non-listed businesses can also be long-term investments that yield high returns in any potential industries with continuing growth and competent management teams. With such investments, the Company expects a return from capital gains, dividends, and interests. The Company has no such policy of classifying short and long term investments. The investments will largely depend on appropriateness, investment returns, and liquidity.

6. Wealth Management and Investment Advisory Business

Due to volatility of the world economy since the US Subprime crisis in 1995 and the EU debt crisis which started in 2006, investors have realized that investment risk distribution is important amidst the market’s fluctuation. Consequently, the Company’s asset management business, starting in the 2nd half of 2006, has been well-received by investors, both corporate and personal. Market officers have offered investment options through mutual funds of 16 mutual fund management companies for which the Company is a selling agent, and also monitored performance of each fund so that they can give advice for strategy adjustment to be suitable to changing investment factors. Meanwhile, bond trading business has also received good responses from institutional investors, reflected from high growth in the business. Moreover, the Wealth Management Department has also joined with the Global Markets Department to offer interesting securities from large overseas markets such as the US, Europe, Hong Kong, South Korea, or Japan, as another investment option for investors.

22 23

In 2011, the Company introduced a private fund management business in order to expand the market to investors who want effective investment allocation but cannot monitor changes in the market all the time. Customers will assign and allow private fund managers who have knowledge and expertise in investment to take care and be responsible for their investment. The fund managers will ask the customers about purposes of their investment and levels of risks they can accept, before suggesting appropriate investment strategy for them. Additionally, with our reliable and acceptable research team, the fund managers have been able to select securities with suitable fundamental factors and technical signs for investment, based on our research reports. As at 31 December 2011, the Company had total assets of Bt31,229.31 million under management.

7. Derivative

The Company has set up Derivative Department for the purpose of running derivative business in both inside and outside the Stock Exchange of Thailand (SET). This department oversees the offerings of derivative warrants (DWs), structured products, over-the-counter derivatives, and other related businesses. The department has fully operated since the end of December 2009 by planning the issuance of DWs in the SET in early 2010. Accordingly, the Company has become a leader in the offerings of DWs, listing as the 2nd DWs issuer of Thailand with continued offerings and issuance of DWs through a direct listing system. Continuous growth has been seen from the business, which can be shown as follows. Throughout the year 2010, ending 31 December 2010, the Company had issued 6 DWs, all of which were call warrant. Throughout the year 2011, ending 31 December 2010, the Company had issued 52 DWs, 47 of which were call warrant, the rest 5 were put warrant. Due to more intense competition among the DWs business in 2011, now there are many DWs issuers in the market. The Company’s market share in 2011 was 14.81%, calculated from total 351 DWs in the market issued by 7 issuers. All DWs were well-received by investors. Moreover, the Company has developed a Market Making Program

Trading in order to assure and raise liquidity on DWs, to meet investors’ demands. In addition to the aforementioned risk management and liquidity enhancement, the Company has also developed a website called www.aspwarrant.com as a knowledge and information center on DWs. This website provides knowledge and information on DWs offered by all of the issuers, as well as research reports and investment strategies for DWs. Moreover, the Company has facilitated investors who want to invest in DWs with ASP Insight program. This program shows a real-time price of an immature DW comparing with a changing reference price. The program supports Safari, Firefox and Chrome browsers and can be downloaded from App Store, so investors will be able to trade DWs much more easily. The program also provides equipment to help investors with decision making on DWs trading. Furthermore, the Company has also provided a training project “ASPwarrant Talk” in order to equip investors and interested public with more knowledge so that they invest in the new products and exercise various strategies to increase returns on investment. The training is held every month in a form of seminar at the head office and branch offices in Bangkok and other provinces. In 2012, the Company has a plan to develop other services for DWs investors, including Market Making program, website improvement, as well as seminars to give insight knowledge and understanding about DW investment for investors and interested public. Additionally, the Company has planned to issue and offer structured products in order to increase investment options for investors and to improve and strengthen derivative market in Thailand to be rival to regional markets.

8. Global Investment

To coincide with the Capital Market Supervisory Board announcement, which allowed Thai securities companies to engage in offshore securities brokerage business, the Company has established the Global Investment department. The department has since started servicing retail customers and juristic persons beginning from October 2010, with the following business plans and targets as described below:

•

The Company has screened and selected well-known offshore brokers registered on the New York Stock Exchange (NYSE) for trade executions in overseas markets. Currently, clients can invest in listed securities on 21 exchanges in 17 countries spanning from North America, Europe, and Asia Pacific. The Company has collaborated with offshore securities companies and Private Bank partners in selecting financial products, including bonds and other fixed income instruments, which may be suitable for and of interest to the Company’s clients, in order to satisfy the client needs and preferences. The Company has also planned to launch Internet Trading in offshore securities in the second quarter of 2012 in order to provide a new investment alternative and convenience to the customers.

9 Securities Borrowing and Lending (SBL) Business

Approved by the Ministry of Finance, the Company was licensed to operate Securities Borrowing and Lending (SBL) business and marked the first day of its operation on July 14, 2006. Investors have increasingly gained interest in this service due to more opportunities for investment, higher returns, and use of SBL as a risk management tool. The borrowers can sell short in order to create a profit scheme when the market is on its way down. Simultaneously, the lenders can create higher returns from holding securities.

The Company’s Subsidiaries 1. Asset Plus Fund Management Company Limited Business Operations: Overview Asset Plus Fund Management Company Limited (Asset Plus Fund) is operating fund management businesses, with licenses in: • Mutual Fund Management • Private Fund Management • Securities Brokerage, Securities Trading, and Underwriting of Investment Units • Futures Trading

Asset Plus Fund operates two types of fund management business: mutual fund and private fund management. In December 2011, Asset Plus Fund Management had total net assets of Bt23,375 million, decreasing Bt2,693 million or 10.33% from Bt26,068 million in December 2010. The net asset value can be classified as follows. • •

Mutual Fund: Net asset value for mutual fund was Bt16,427 million, dropping Bt3,063 million or 15.72% from Bt19,490 million in December 2010. Private Fund: Net asset value for private fund was Bt6,948 million, increasing Bt370 million or 5.62% from Bt6,578 million in December 2010.

In 2011, Asset Plus Fund Management had a net profit of Bt30.12 million. Total revenue was Bt175.81 million. Of this amount, the revenue arising from the investment brokerage fee was Bt169.50 million, while the revenue from investment was Bt3.43 million. Total expenditure was Bt132.53 million; Bt19.63 million of which was cost associated with investment management business and Bt112.90 million was operational cost.

Changes and Developments of Business Operation in 2011

In 2011, Asset Plus Fund Management has increased investment options, focusing on proactive approach by creating suitable products to provide better diversification and risk-return profile for investors. Also, Asset Plus Fund Management has developed investment vehicles, joining with overseas financial institutions in fields of fund management and investment advisory to offer diversified overseas products with high returns on investment but equivalent risk to domestic investment, such as bonds of overseas financial institutions as well as investment in overseas equity instruments and commodities through private funds. There products have received good responses from investors, both institutional and big private investors. With long experience in equity market, which includes in-depth analysis on securities, investment opportunity seeking, and developments of vehicles for management of overseas investment through private fund, in 2011 Asset Plus Fund Management introduced an investment in overseas

24 25

stocks through mutual fund, aside from investment through feeder fund, which the fund manager team of the Company selects securities and manages the fund by themselves. This new product is called ASP-STARS. The fund has invested directly in stocks of 20 large, world class companies which have high business growth and are considered worth investing compared with fair value. In addition, the mutual fund has also managed risk from fluctuation of foreign exchange (FX) rate by analyzing tendency of changes in FX rate and revising hedging portion, in order to increase investment options for general investors who want to invest in large overseas companies. Additionally, in order to meet investors’ demands, Asset Plus Fund Management launched a new strategy in 2011, offering mutual funds customers who have high investment potential with private fund investment, so that Asset Plus Fund Management would be able to select specific instruments for each investor. Accordingly, during the year, net asset value for private fund under Asset Plus Fund Management’s management grew 6.48%.

Fund Management Business Trend

As for the business trend in 2012, highly competitive conditions are still foreseen, with continued increase of new investment products. Global economy and investment are projected to remain volatile as a result of a weakness of the US economic recovery, the EU debt crisis which still could not sought a solid solution, and credit rating downgrades for financial institutions and countries in Europe which have destroyed investors’ confidence. Moreover, due to a cut of deposit protection coverage to only Bt1 million per depositor per financial institution, which will be effective since 11 August 2012, commercial banks will have to introduce new deposit products to replace old deposit products. At the same time, deposit gathering will also increase along with rising demands for loans from the business and household sectors for renovations of residences and businesses after the flood, liquidity enhancement, and investment for flood protection in the future. Furthermore, for financial liberalization in mid-2012, in the beginning there will be additional offering of simple funds from overseas financial institutions to institutional and big private investors.

However, there is also opportunity amidst competition. As the deposit protection coverage decreases, some investors may seek and consider other saving options that offer better risk-return profile. Consequently, Asset Plus Fund Management is confident that investment from bond business will help boost growth of the fund business in 2012 whilst investors are still worried about investment in other risk-weighted assets, such as equities and commodities which have higher volatility amidst risks from uncertainty in overall investment situation. For business operation in 2012, Asset Plus Fund Management will continue with a proactive marketing strategy by developing unique investment products for both local and overseas markets to respond to investors’ needs and demands for long-term yield enhancements.

2. Asia Plus Advisory Company Limited

Asia Plus Advisory Co., Ltd was founded in April 2008. For the operations of this company, please refer to Page 22 : 4. Investment Banking Business for more details.

Consolidated Revenues Structure Source 1. Brokerage Fees - from securities business - from derivatives business - other brokerage fees Total 2. Fees and services income

Total 3. Gain on securities Total 4. Gain (Loss) on derivatives Total 5. Interest and dividend

Total 6. Interest on margin loans Total 7. Other income

Total Total revenues Remarks :

% of shares held

ASP ASP ASP ASP ASSET PLUS ASPA

99.99% 99.99%

ASP ASP ASP ASSET PLUS ASPA

99.99% 99.99%

ASP ASP ASSET PLUS ASPA

99.99% 99.99%

2011 Million Baht 1,187.81 80.37 12.35 1,280.53 51.44 169.50 61.78 282.72 149.05 149.05 6.05 6.05 172.85 3.43 0.73 177.01 99.26 99.26 15.67 2.88 0.20 18.75 2,013.37

ASP means Asia Plus Securities Public Company Limited ASSET PLUS means Asset Plus Fund Management Company Limited ASPA means Asia Plus Advisory Company Limited

2010 %

Million Baht

59.00 1,237.76 3.99 50.10 0.61 16.51 63.60 1,304.37 2.55 21.55 8.42 165.25 3.07 44.58 14.04 231.38 7.40 554.34 7.40 554.34 0.30 32.86 0.30 32.86 8.59 120.19 0.17 2.01 0.04 0.16 8.79 122.36 4.93 77.51 4.93 77.51 0.78 9.04 0.14 0.07 0.01 0.19 0.93 9.30 100.00 2,332.12

2009 %

Million Baht

53.07 960.02 2.15 41.96 0.71 20.10 55.93 1,022.08 0.92 33.80 7.09 113.61 1.91 42.59 9.92 190.00 23.77 302.81 23.77 302.81 1.41 (19.53) 1.41 (19.53) 5.15 95.03 0.09 1.97 0.01 0.14 5.25 97.14 3.32 42.32 3.32 42.32 0.39 3.38 0.00 0.34 0.01 0.06 0.40 3.78 100.00 1,638.60

% 58.59 2.56 1.23 62.38 2.06 6.93 2.60 11.60 18.48 18.48 (1.19) (1.19) 5.80 0.12 0.01 5.93 2.58 2.58 0.21 0.02 0.00 0.23 100.00

26 27

The market in 2011: Overall 2011 was a difficult time for investors as the SET fluctuated aggressively. The SET Index hit a record high at 1,144pts on 1 August 2011, rallying 10.9% from end-2010. Subsequently, the market corrected base substantially until it hit a low of 855pts on 4 October 2011 due to external pressures, particularly the EU debt crunch and the domestic flood crisis, which destroyed investorsâ&#x20AC;&#x2122; confidence. However, by end-2011, the index had rebounded to 1,025pts, only slightly down (0.72%) from its end-2010 level.

Comparing earnings of securities companies in the Asia Pacific, the SET still outperformed many markets in the region, such as Japan, Singapore and Hong Kong (see chart below). This showed higher investor confidence in the economy of Thailand compared with neighboring countries.

Movement of SET Index, 2011

Comparison of returns on investment of Asian stock markets, 2011

Source: SETSMART and ASP Research

Source: Bloomberg and ASP Research

2012 Market Outlook For 2012, we foresee the SET recovering from 2011. Although we believe pressure from the euro-zone debt crisis will likely continue to depress the world economy and global stock markets in the first three months of 2012, we also believe that EU leaders, especially those from Germany and France, will do their utmost to complete the Greek debt restructuring plan and at the same time push forward a fiscal union policy to control debts of member nations. We project this will be concluded by the first quarter of 2012. We believe the Thai economy will also exhibit gradual improvement. In the last quarter of 2011, the Thai economy suffered a severe recession as a result of the massive flood crisis, which greatly damaged the auto, electronics parts, electric power, and supply chain industries. The flood also had chain effect on related businesses, including tourism and hotels, and led to decelerating loan demands. We estimate that the Thai economy took a Bt140 billion hit, leading to a 3.2%

contraction in GDP growth in 4Q11 and a further 0.2% contraction in 1Q12. After that, we believe GDP growth will improve gradually. Overall, for 2012, we project GDP growth of about 3.6% (assuming no future natural disasters in the country). Meanwhile, we expect the SETâ&#x20AC;&#x2122;s EPS growth for 2012 to be about 8.5%, close to the average EPS growth of Asia-Pacific but higher than that of developed countries (as shown in the charts below). This is a key factor attracting fund inflow to regional stock markets, including the SET.

However, a pressure factor on the SET in early 2012 is the Bank of Thailandâ&#x20AC;&#x2122;s (BOT) call for an additional levy on banks

EPS growth of Asia-Pacific EPS GROWTH 2012F

EPS growth of developed countries EPS GROWTH 2012F

Source : Bloomberg

for the Deposit Protection Agency (DPA) in order to help repay the debt of the Financial Institutions Development Fund (FIDF; established to provide a blanket guarantee for all depositors during the financial crisis in 1997 during which almost 100 financial institutions declared bankruptcy). At present, local banks pay a surcharge equal to 0.4% of their deposited to the DPA to finance a limited insurance scheme on bank deposits. Under the draft decree, the BOT will raise the levy to as high as 1% of deposits per year, an increase of 0.6% from the current level. For every 0.1% increase in the levy, the profitability of a commercial bank will be depressed by 3.5%, according to our estimates. However, the BOT may collect the additional annual charge from local banks from two sources: 1) the Bt9 billion that commercial banks could save from the government-proposed corporate income tax cut from 30% to 23% in 2012 and to 20% in 2013, and 2) the fee from issuance of B/E at the rate of 0.35% of outstanding balance. Including both sources, the funding cost of commercial banks will increase by 0.2-0.6% of the current deposit base. This increased funding cost will lead to the profitability of commercial banks falling by 7%, on our estimates. However, a decision has yet to be made; the government has asked the BOT to study the issue further.

28 29

Competition in the securities business In 2011, all securities companies in Thailand had eagerly prepared themselves for a liberalisation of commission fees for securities trading, which will become fully effective in 2012. Looking at brokerage commission fees since the beginning of 2009 â&#x20AC;&#x201C; the first year the sliding scale commission system was used â&#x20AC;&#x201C; until 2011, the average brokerage commission fees of the sector (excluding proprietary trading) decreased substantially in 2010 but stabilized in 2011; we believe this means the brokerage commission fee will decrease only slightly from present levels after the full liberalisation in 2012. Net brokerage commission fee (excluding proprietary trading), 2009-2011

9M09

9M10

9M11

Source : Collected by ASP Research

In order to reduce their dependency on the brokerage fee income, several securities companies, such as KGI, BLS, and ASP, have adjusted by trying to increase non-commission income, such as other fees and service income (eg, from investment banking and private wealth management) and profits from securities and derivatives trading, which has given them better income distribution. Revenues structure in 2011 of KGI, BLS, and ASP

Commission fee from securities trading

Commission fee from derivatives trading

Other commission fee and service

Profit/loss from investment portfolio

Apart from the liberalization of commission fees in 2012, a financial liberalization of the ASEAN economic community (AEC) in 2015 is another factor that would urge securities companies to strengthen their competitiveness due to increasingly fierce competition, evidenced from increasing merger and acquisition (M&A) activity. Securities companies tend to seek partners that are proficient in different fields of business in order to enhance their strengths and shore up their weaknesses or merge with partners with larger capital such as commercial banks, both local and foreign, to add-on to their businesses, especially investment banking. This M&A strategy was used throughout 2009-2011 (as detailed in the chart below). M&A of securities companies, 2009-2011 Time of M&A

M&A partners

After the M&A

Note

Early 2009

ZMICO Plc. and KTB Securities Co.,Ltd.

Name changed to KTZMICO Securities Co.,Ltd.

Mid 2009

Syrus Plc., ACL Securities Co., Ltd Name changed to Finansia Syrus and Finansa Securities Co.,Ltd. Securities Plc.

Late September 2011

Mayban IB Holdings Sdn. Bhd. made tender offers for all securities of Kim Eng Securities (Thailand) Plc.

Name changed to Maybank Kim Eng Securities (Thailand) Plc.

Late November 2011

Bangkok Bank Plc. (BBL) made tender offers for all securities of Bualuang Securities Plc. (BLS)

BBL will operate universal banking The acquisition is not yet business while BLS will be delisted complete from the SET but will still conduct its business as usual

Early December 2011

Memorandum of understanding about a merger between Kiatnakin Bank Plc. (KK) and Phatra Capital Plc. (PHATRA)

KK will operate a universal banking The acquisition is not yet business while PHATRA will be complete delisted from the SET but will still conduct its business as usual

Source : Collected by ASP Research

We note that the M&A between commercial banks and securities companies (except for the case of MBKET in which Maybank had to make a tender offer for all shares of Kim Eng according to SET regulations), such as BBL+BLS and KK+PHATRA, were intended to improve operations of the banks (BBL and KK) to become universal bankers offering integrated financial businesses and to delist securities companies that have been acquired (BLS and PHATRA) from the market in order to increase liquidity in operations (although BLS and PHATRA will continue normal operations). Therefore, in 2012, we expect to see more M&A between banks and securities companies as well as between Thai securities companies and foreign counterparts, especially within ASEAN, to exchange expertise in investments in their own country, to avail themselves of the benefits of the AEC financial liberalisation.

30 31

Overall investment banking business in 2011 and outlook for 2012 2011 was not a good year for investment banking business due to an external factor, the EU debt crunch. Combined with the domestic flood crisis towards the end of the year, the investment banking business was not able to grow from the previous year. Total funding value declined by 22% (to Bt9.8 billion), compared with the same period in 2010. For the year 2011, 10 new companies were listed; three in the SET and seven in the MAI. However, there were five property funds listed on the securities markets, up from four in 2010. Total funding value in securities markets in Thailand Bt million

SET

MAI

In addition, the adjustments by Thai operators in preparation for the AEC liberalisation in 2015 also led to M&A activity in various businesses, particularly hospitals. In 2011, Bangkok Dusit Medical Services Plc. (BGH) merged with Health Network Plc (Phayathai and Paolo Memorial hospitals); followed by a merger of Vibhavadi Medical Center Plc. (VIBHA) and Chiang Mai Ram Medical Business Plc. (CMR) We expect increasing M&A acitivity in 2012 for long-term survival. This form of adjustment will help create fee income for securities companies as well as financial advisors. In 2012, assuming that every situation improves, we expect the number of new companies listing on the Thai exchanges will not be fewer than that in 2011, given the crises in 2011 such as EU debt crisis and domestic floods. Furthermore, we expect the AEC liberalization, especially for service and financial businesses by allowing foreign investors to hold more than 70% stake in a company, to boost overall investment going forward.

Source : Collected by ASP Research

Overall trading in the Thailand Futures Exchange (TFEX) in 2011 and outlook for 2012 Trading in the TFEX has grown every year since the exchange opened market in 2006, and 2011 was no exception. The trading volume in 2011 was 10,027,116 contracts total or 41,145 contracts per day, increasing by 120% from 18,676 contracts a day in 2010. Of the trading volumes, 43% was from SET50 Index Futures, 40% from gold futures and 16% from single stocks. On 30 December 2011, total outstanding positions in the TFEX were 56,452 contracts, down 28% from 77,955 contracts on the same day in 2010. The number of client derivative trading accounts was 62,883, up 50% from 41,880 at end-2010. The majority of the trades were still by local investors (60%), followed by foreign investors (33.6%) and local institutions (6.4%). Local institutional investors were mainly market makers as a result of introduction of new products, silver futures and oil futures in 2011.

Trade transactions in TFEX, 2006-2011

Amid a volatile SET in 2011, institutional investors used the TFEX to manage risk and reduce fluctuation of returns from funds. The total trading volume of institutional investors in 2011 was 3.36 million contracts, up 127% from 1.47 million contracts in 2010. Accordingly, the percentage of institutional investors trading on the TFEX increased from 28% in 2010 to 33% in 2011.

Contracts

Average trading volume/day

% Change in trading volume

Source: TFEX and ASP Research

Market share by investor type and amount of trading contract Contracts

Growth of derivative business and each product, 2008-2011 Average trading volume per day (contracts)

Foreign investors

Institution investors

Local investors

Source: TFEX and ASP Research

Brent Crude Oil

Metal

Interest Rate

SET50 Index

Options

Single Stocks

Source: TFEX and ASP Research

Trading on the SET50 Index Futures has become popular. The average trading volume per day increased 73% from 10,212 contracts in 2010 to 17,690 contracts in 2011 as investors switched to the TFEX as an alternative for investment and risk management when the SET experienced volatility. Moreover, the TFEX also introduced new products, adding 16 single stocks futures in March and introducing the silver futures and oil futures in June and October 2011, respectively.

A key supporting factor for the TFEX in 2011 was the growth in gold futures transactions by threefold from 971,423 contracts in 2010 to 3,989,278 contracts in 2011, with an average trading volume of 16,350 contracts per day, due to rising gold prices and an extension of the trading day until 10.30 pm since June 2011. Trading transactions in gold futures have risen remarkably since the trading period extension in June 2011. Trading volume in the third quarter of 2011 grew almost threefold over the second quarter, from 700,000 contracts to 2 million contracts, before contracting to 800,000 contracts in the fourth quarter following a fall in global gold prices. Nevertheless, the overall trading volume of gold futures in 2011 was as high as Bt2.61 trillion total or Bt10 billion a day on average, skyrocketing more than 233% from 2010 (where total trading volume was Bt780 billion or Bt3.2 billion a day). The average trading volume of Bt10-worth of gold futures was 8,900 contracts or Bt2,074 milliion per day.

32 33

Gold futures trading transaction in 2009-2011 Value (Bt million)

Start of Night Session

Although this product at first seemed to steal customers from Bt 50-worth gold futures, the result was an increase in the trading volume of gold futures (see chart below).

Overall trading of derivative warrants in 2011 and outlook for 2012 Since mid-2009, when the SET introduced derivative warrants (DWs) and issued the first DW in July 2009, the product has gradually gained favour with investors. In 2011, the amount of DWs and its value increased notably over 2010. As can be seen from the chart below, the number and value of DWs in the market in 2011 grew significantly by 341% and 588%, respectively, from 2010. Number and value of DWs in market by quarter Value (Bt million)

Gold Futures

10 BAHT Gold Futures

Amount of DW in the market

50 BAHT Gold Futures

Source : TFEX and ASP Research

For TFEX outlook in 2012, we expect both trading volumes and number of contracts to continue to grow from 2011 as the SET fluctuations and the continued development of the TFEX should encourage local, foreign, and institutional investors to become more interested in the market in order to mitigate risk and reduce fluctuations of returns. Moreover, the TFEX will open for new members, both those who can trade all futures products and those who can trade only futures products relating to precious metal such as gold futures and silver futures, in order to support the policy of business liberalisation in Thailand (effective since 1 January 2012). This should help enhance liquidity for the industry. Furthermore, the exchange is also preparing to introduce a new product, US dollar futures, as an alternative for investors and operators to manage risk from the continuously changing Baht/US dollar exchange rate. We believe this strategy will help boost the TFEXâ&#x20AC;&#x2122;s overall trading volumes in 2012.

Total value of DWs in the market

Number of DWs

Source: Collected by ASP Research

Now Asia Plus Securities Public Company Limited is one of seven companies allowed to issue DWs. In 2012, the number of companies permitted to issue DWs will likely increase given the remarkable growth of the DW industry. Key drivers, in our opinion, are the SET Index uptrend and growing earnings in 2012, especially the market EPS, which is projected to grow by 8.9% over 2011 levels. These are the main factors that would attract investors who have knowledge of and are interested in DWs as a means of increasing their investments.

Social Responsibility in 2011

The Company holds to the principles of honesty, ethics, morality, and social responsibility in the business operation. All stakeholders, which include employees, shareholders, customers, trading partners, community, as well as environment, are treated equally, with their benefits being protected. This policy has supported the Company to show sustainable growth until present despite several crises in the past decades. 1. Economy In terms of economy, the Company has operated the business carefully, insisting on cautious risk management amidst rapidly changing economic conditions. The Company has also strictly complied with the regulation, which is one of basic principles of social responsibility to which the Company has hold for a long time, in order to build confidence among customers, trading partners, and shareholders, as well as to create good value for employees, which will subsequently benefit the society. Moreover, these practices will also make earnings performance of the Company grow constantly and enduringly.

34 35

“Life on the Isan plain” Peerapong Wongsrichan

“Magnificient field” Thanakarn Namoonmong

The Company believes that…

“conducting business with unwavering commitment to social and environmental causes shall empower the Company to achieve sustainable business success” 2. Society The Company has provided continual support for scores of socially-beneficial activities, using the Company’s considerable resources to help develop people’s potential and joining hands with other organizations to contribute to society in various ways. 2.1 Education and Knowledge Development • Provided ongoing training to enhance employees’ potential and capabilities in different areas i.e. Derivative Warrant, Silver Futures, Oil Futures, etc. • Provided training to equip customers and investors with knowledge about new financial products, techniques, and general information of interest to investors and customers. • Supported and encouraged executives and employees with knowledge and expertise to give lectures at educational institutions, organizations, and agencies, targeting investors and the interested public. • Provided apprentice opportunities for students from various educational institutions. 2.2 Fair Employment Practices • Provided appropriate benefits to employees including annual physical check-up, provident fund, medical allowance, and group insurance. Moreover, the Company offered employees company-sponsored flu shots and installed hand gel dispensers at various locations to prevent the spread of infection. • Adopted fair employment practices. Employees were offered remuneration commensurate with their duties and responsibilities as well as individual performance. • Took care to ensure the workplace was kept clean, safe, and tidy to assure a pleasant environment conducive to work.

2.3 Social Activities • The Company’s executives, employees, and customers joined in merit making and donating of 137,911 Baht on New Year Festival to Wat Bod Woradit at Amphoe Pah Mok, Ang-Thong District on January 7, 2011. • The Company, employees, and customers jointly donated cash of 2,575,386.55 Baht and relief supplies to help those flood victims via several charity organizations or foundations such as The Stock Exchange of Thailand, The Thai Red Cross Society, etc. • The Company’s executives, employees, and customers offered proceeds of 283,825 Baht from the “Continuity of Thai Culture with ASP” event held during the Songkran festival to Wat Ban Chan at Amphoe Ban Rai, Uthai Thani Province for use in the construction of an ubosot. 2.4 Arts and Culture • The Company held the “8th Continuity of Thai Culture with ASP” event during the Songkran festival. This annual event, which has been held for seven consecutive years, was designed to help preserve Thai culture. • The Company initiated the painting contest project “Beautiful Nature of the World” for enhancing the popularity and acceptance of art created by Thai artists and to enrich the value of Thai artists

3. The Environment The Company stresses the importance of environmental stewardship. For 2011, various projects were undertaken to help conserve the environment. • The “Separating Cartons to Reduce Waste” project, which was continued from last year in cooperation with the Beverage Carton Group, was aimed at recycling UHT milk and beverage cartons, turning them into materials used for producing notebooks to be distributed to needy students. The project ran through May 2011. • The Company promoted and heightened people’s awareness of energy and natural resource conservation through various efforts such as turning off unnecessary lights to save energy. • Saving paper by using e-mail and computer program and retrofitting certain office equipment to reduce energy and resource consumption.

36 37

2011 Awards and Recognition

Best Mid-Cap Corporate Finance House

The Wall Street Journal’s 2011 “Asia’s Best Analysts”

Asia Plus Securities Public Company Limited won the Best Mid-Cap Corporate Finance House Award from Alpha Southeast Asia. Asia Plus Securities is a Midcap Corporate Finance house unlike another. It has some of the most experienced professionals in the industry responsible for structuring and executing a wide range of complex transactions. During the awards period, a large part of its M&A resources have been dedicated to advising long-term clients such as Land & Houses Public Company Limited on its divestiture of 24.99% stake in Bangkok Chain Hospital Public Company Limited to Bumrungrad Hospital Public Company Limited for US$117 million as well as acted as financial adviser and lead underwriter for the LH Financial Group Public Company Limited for its US$66 million IPO.

The Wall Street Journal and FactSet, a leading provider of financial information and analytic applications to investment professionals around the globe, partner to identify “Asia’s Best Analysts” and determine the top equity analysts based on stock picking performance. Asia’s Best Analysts Survey is an objective, quantitative evaluation of analysts’ performance based on the accuracy of buy/sell recommendations made throughout the calendar year, rather than polls of investor opinion. The survey focuses on 21 sectors and 10 countries including China, Japan, Hong Kong, Korea, Taiwan, Thailand, Singapore, Malaysia, India and Australia. The top three analysts in each sector, as well as the top three analysts overall in each country, are identified using broker recommendation data sourced from FactSet Estimates. Mr.Therdsak Thaveeteeratham from Asia Plus Securities Public Company Limited is one of the top three stock pickers in Real Estate Sector.

1. Risks from market volatility

3. Risk from Margin Loans in Securities

The company’s main revenue is derived from brokerage fee income from securities and derivatives business, with combined revenue composition for 2011 and 2010 at 63.60% and 55.93% of the total revenue, respectively.

The company has set guidelines to control risk in lending for securities purchase by continuously considering and reviewing the credit balance according to the customer’s financial status and ability to repay, as well as the customer’s current trading patterns. Apart from this, the company also limits the list of securities that can be purchased on margin and sets a suitable margin rate for each securities by picking only suitable securities. In order to achieve this, the company considers the securities fundamentals and liquidity. The company also limits the amount of securities that can be purchased or placed as collateral in order to limit its concentration in any particular securities. Furthermore, the company reviews these measures through the Credit Committee on a monthly basis and sets a framework for placing collateral, margin calling, and seizing collateral by monitoring this framework diligently. In addition, the Credit Committee, which convenes weekly, considers various issues regarding credit and the risk of lending for securities purchase.

In 2011, SET Index made a 15-year record high at 1,144.14 points on the 1st of August 2011. Market capitalization stood at Bt9.36 trillion, the largest amount in its historical operation, with average trading volume of Bt29,473.28 million per day, the highest since the operation of the SET and second only to Singapore. For TFEX, total trading volume in 2011 equated to 10,027,116 contracts, average by 41,145 contracts per day, increasing 120.31% from 2010. Accordingly, the company has set up guidelines and direction to mitigate market volatility and its impact, which the company has since engaged in and followed through conscientiously. Examples include expansion and diversification into other businesses and services, new product offerings catering to client demands, and Global Investment services.

2. Customer Concentration Risk The company’s three largest customers had trading volumes of 15.90% and 17.69 of company’s total trading volume in 2011 and 2010 respectively. Hence, if the company were to lose some of these large customers, it may impact the company’s commission revenue. However, due to the good relationships with these large customers who have been clients for over 10 years and the good quality of our service, the risk of losing these large customers is greatly reduced. Apart from this, the company is seeking new customers, both institutional and retail, in order to reduce the customer concentration risk.

4. Risks involving Derivatives Business In undertaking the futures brokerage business, the company faces a risk that the collateral placed by the customer will not be sufficient to repay debts with the Thailand Clearing House Company Limited from any losses in futures trading. In order to reduce this risk, the company selects customers who have knowledge and experience in futures trading according to the company’s guidelines, limits the credit to a level suitable to the customer’s repayment ability, and requires the customer to deposit a cash collateral before trading in futures. The company also reviews credit limit continuously and monitors the customers’ trading closely. The company also diligently ensures that these collateral meet the company’s guidelines in order to control the risk of the customers’ trading activities and requires closing of positions if the customer is unable to satisfy the company’s guidelines.

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5. Credit and Default Risks

7. Risks from Investment Devaluation

As at 31 December 2011, the company’s securities business receivables from cash accounts reached Bt1,267.34 million while credit balance accounts of the company was worth Bt1,252.22 million. In 2011, the company received an amount of Bt 0.20 million for bad debt and doubtful account payment, added allowance for doubtful accounts in 2010 worth Bt 36.32 million, resulting in a decrease of allowance for doubtful accounts in 2011 to Bt 35.67 million. The company has provided full provision for doubtful debts.

In 2011, the company had a net total investment of Bt1,243.87 million, which is exposed to the market price volatility of debt, equity, and other securities. For proprietary investments, the company can also control risks by diversifying its short-term and long-term investments and establishing an Investment Committee to set investment policies and guidelines for the Investment Department. An investment in any securities has to be in accordance with these guidelines and must go through fundamental analysis, in addition to being in full compliance of the investment devaluation risk guidelines. For the hedging of derivative products such as Derivative Warrants, the company has similarly established the Derivatives Committee to set risk management policies and guidelines for the hedging.

To mitigate credit and default risks, the company has set up various measures, such as evaluating credit risks of all new customers when apply for new accounts and determining a proper credit line for each customer. A Credit Committee is set up and meets on a weekly basis to review issues concerning credit risks and credit evaluation. The company also grants the authority for different levels of management for the approval of credit line.

6. Underwriting Risks Underwriting risks involve the risk that part of all of the underwritten shares will be undersubscribed, thus requiring warehousing of the undistributed portion which in turn depleted the company’s liquidity. Liquidating the underwriting risks include inappropriate offering prices, changes in market sentiments and etc. To alleviate these risks, careful analysis is taken and presented to the Executive Committee for review, with preliminary test for demand being conducted, before the company can engage in an underwriting deal. The company also sets a ceiling to limit its underwriting exposure at any one time. The ceiling limit can only be altered through the approval of the Board of Directors. The company has never faced with underwriting risks and always maintains Net Capital Ratio (NCR) well above the requirement of the Securities and Exchange Commission. As at 31 December 2011 the company’s NCR stood at Bt 3,173.40 million or 137.19%.

8. Foreign Exchange Risk The company has invested in investment units/financial instruments with overseas underlying securities through overseas listed securities, offshore funds, and onshore FIF (Foreign Investment Funds) funds. As such, if the investment is in overseas listed securities and/or funds, the Investment Committee will consider and decide whether or not to engage in currency hedging, either in part or in full in the appropriate tenor. For investment in FIF funds, the investment is managed by an onshore asset management company according to each fund’s prospectus and is quoted in THB with the NAV being reported to the company on a periodic basis.

9. Risks involving operating under strict compliance to the laws, regulations, restrictions, and supervision of related agencies The securities business operates under the laws, regulations, restrictions, and supervision of the Securities and Exchange Commission and the Stock Exchange of Thailand. If these laws, regulations, restrictions, and supervision should change, it may impact the competitive landscape, cost of financing, and operating results of the company. Any violation or breach of these regulations or gross negligence could result in the company being warned or even have its license revoked.

In order to protect against the above risks, the company has established the Compliance and Audit Department to monitor and notify if any changes and oversee the company’s internal departments in accordance with current regulations.

10. Risks concerning Securities Brokerage Staff In the undertaking the securities brokerage business, staff with knowledge, experience, and expertise is an important factor to the company’s success. In this increasingly competitive landscape, poaching of staff will occur. The loss of experienced and skilled staff may have some impact on the company’s revenue generation. Nevertheless, the company still realizes the importance of staff to the company’s success on a continuous and sustainable basis. Hence, we have arranged training and development programs in various divisions and at various levels continuously. Apart from this, the company has a clear and suitable compensation structure, which is in accordance with the SET’s regulations and the current competitive landscape.

11. Crisis Risk Due to a variety of crises at present, the Company may fail to operate regularly such as accidents, natural disasters, as well as Thailand’s political conflicts that can cause chaos, riots or damage to the public infrastructure. As a result, the Company may face an increased risk from potential damages to the Company’s assets as well as losses stemming from client complaints due to the discontinuity of services. Hence, the company has put in place the Business Contingency and Continuity Management guidelines for managing such risks. Such guidelines have been approved by the Company’s Board of Directors, under the rules and regulations as stipulated by the SEC. In addition to this, the company has conducted the process of risk assessment in case that the critical function would be halted caused by contingency situation and also conducted the Business Impact Analysis of each departments in order to manage risks which will be occurred. Furthermore, the company conducts periodic reviews of the guidelines to ensure that the plans are up-to-date, effective, and relevant.

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Shareholders Structure List of 10 major shareholders as of the most recent book-closing date, September 9, 2011 Name

No. of Shares

% of paid-up capital

1. Mr. Charti Sophonpanichâ&#x20AC;&#x2122;s family and associated companies 1/

299,518,615

14.22

2. Thai NVDR Company Limited

206,370,434

9.80

3. Bankok Bank Public Company Limited

178,099,980

8.46

4. Mr. Prasaeng Laovoravit

150,138,000

7.13

5. Mr. Songsak Jitjuajun 6. Mr. Kongkiat Opaswongkarn's family 2/

76,796,000

3.65

73,642,021

3.50

7. NORTRUST NOMINEES LTD.

44,879,700

2.13

8. SOMERS (U.K.) LIMITED

39,000,000

1.85

9. Mr. Khattiya Rojanatrikul

17,000,000

0.81

10. Miss Piyasri Tantivattana

16,841,400

0.80

1,003,369,894

47.65

2,105,656,044

100.00

11. Others Total

1/ consisting of Mr.Chatri Sophonpanich (holding 4.58%) Mrs.Siriya Sophonpanich (holding 1.26%)Mr.Chali Sophonpanich (holding 0.40%) Mr.Chartsiri Sophonpanich (holding 0.12%) Mrs.Savitree Ramyarupa (holding 0.10%) Mrs.Suchada Leesawadtrakul (holding 0.98%) Mrs.Nintira Sophonpanich (holding 0.04%) Mr.Noppadol Ramyarupa (holding 0.01) Miss Siriporn Sophonpanich (holding 0.05%) Mr.Chanond Sophonpanich (holding 0.06%) Miss Chavisa Ramyarupa (holding 0.05%) Mr.Ched Ramyarupa (holding 0.05%) Asia Sermkij Company Limited (holding 5.97%) Jatubhut Holding Company Limited (holding 0.14%) Rabin Holding Company Limited (holding 0.40%) Asia Industrial Park Company Limited (holding 0.01%),by which two representatives are director of the company, namely Mr.Chali Sophonpanich, Chairman of the Board of Directors and Mrs.Nintira Sophonpanich, Director. 2/ consisting of Mr.Kongkiat Opaswongkarn (holding 2.88%) and Mrs.Thitima Opaswongkarn (holding 0.62%),by which one representative, Mr.Kongkiat Opaswongkarn is the Chief Executive Officer of the company.

The Management Structure The management structure of the company comprises the Board of Directors, the Executive Committee, the Audit Committee, the Remuneration Committee, the Nomination Committee and other subcommittees which are the Investment Committee, OTC Derivatives Committee and Credit Committee. Details of each are given below:

1. The Board of Directors

As at 31 December 2011 the company has 9 directors comprising a mix of directors representing major shareholders, executive directors and independent directors. Out of total 9 directors, there are 4 independent directors who neither be representative of major shareholders nor executive.

List of members of the Board of Directors is given below: 1. 2. 3. 4. 5. 6. 7. 8. 9.

Mr. Chali Sophonpanich Chairman of the Board of Directors Mr. Kongkiat Opaswongkarn Chief Executive Officer Mr. Virach Aphimeteetamrong Independent Director Chairman of the Audit Committee Mr. Michael David Roberts Independent Director Mr. Sopon Boonyaruttapunth Independent Director, Member of the Audit Committee Mr. Satit Chanjavanakul Independent Director, Member of the Audit Committee Mrs. Nintira Sophonpanich Director Mr. Patchara Surajaras Executive Director Mr. Jirawat Lewprasert Executive Director Mrs. Choomsai Tantisawetrat is the Company Secretary

Directors who are representative of major shareholders comprises of - Mr. Chali Sophonpanich and Mrs. Nintira Sophonpanich represent Asia Sermkij Company Limited. - Mr. Kongkiat Opaswongkarn

Authorized Directors The name and number of Directors empowered to sign on behalf of the company are: the joint signatures of any two of the following four Directors with the Company’s seal affixed, namely: Mr. Chali Sophonpanich, Mr. Kongkiat Opaswongkarn, Mr. Patchara Surajaras and Mr. Jirawat Lewprasert. The Scope and Responsibilities of the Board of Directors 1. To set the Company policies and to clearly identify the Company strategy, objective and business plans; 2. To supervise the Management such that the Management will effectively and efficiently proceed along the stipulated policies; 3. To oversee and ensure that the Company maintain an appropriate and efficient internal control and risk management system; 4. To approve matters deemed over and above responsibility of Executive Committee; 5. To consider and acknowledge conflicts of interest and related transactions with emphasis on following the SET guidelines; 6. To oversee and manage the Company in compliance with the laws, the Company’s objects, the Company Articles of Association and the shareholders’ resolutions.

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2. Executive Committee

The Board of Directors appoints members of the Executive Committee. As at 31 December 2011 the Executive Committee is composed of 4 directors, namely 1. 2. 3. 4.

Mr. Kongkiat Opaswongkarn Mr. Chali Sophonpanich Mr. Patchara Surajaras Mr. Jirawat Lewprasert

Chief Executive Officer Executive Director Executive Director Executive Director

Advisor to the Executive Committee 1. Mrs. Nintira Sophonpanich The Scope and Responsibilities of the Executive Committee 1. Oversee the business operation of company as directed by the Board of Directors; 2. Propose operation policies, operation plans, guidelines and budget for operating the business of the company to the Board of Directors for approval; 3. Approve the expense larger than the President and Executive Directors, which must not exceed Bt30 million. The excess shall be proposed to the Board of Directors for approval; 4. Approve any activities concerning securities business within the scope assigned by the Board of Directors; 5. Appoint the authorized person to sign on companyâ&#x20AC;&#x2122;s cheque or other payment documents, as well as documents concerning securities, bond, convertible bond, warrant, mutual fund, contract, and accounting, financial, and other general documents; 6. Distribute remuneration or compensation, which had been approved by the Board of Directors, to the employee or other persons who work for the company; 7. Approve the appointment, transfer, or termination of the management level officer.

3. The Audit Committee

The Board of Directors has appointed an Audit Committee on 26 March 1998. The Committee comprises 3 independent non-executive directors, with the companyâ&#x20AC;&#x2122;s Head of Compliance and Audit Department acting as the secretary of the Committee. Each member of the Committee has a 3-year term. Following are the list of Audit Committee in 2011. 1. 2. 3.

Mr. Virach Aphimeteetamrong Chairman of the Audit Committee Mr. Sopon Boonyaruttapunth Member of the Audit Committee Mr. Satit Chanjavanakul Member of the Audit Committee Mrs. Sasiwan Pattrapong, Executive Vice President of the Compliance and Audit Department, is secretary of the Committee

The area of responsibility and duties of the Audit Committee and its accountability to the Board of Directors of the Company are as under; 1. Review the interim and annual financial statements whether they present fairly, in all material aspects, the financial position and the results of operations in compliance with generally accepted accounting principles. 2. Review the disclosure of related party transactions, or transactions that may lead to matters of conflicting interest to comply with laws and regulations. 3. Review the adequacy of the internal control systems and effectiveness of the internal audit function.

4. Consider the independence of Internal Audit Department and give consent on the appointment, replacement, or dismissal of the head of Internal Audit Department or other departments responsible for such function. 5. Review the scope and performance of external auditors. Ensure that they are independent. Recommend the appointment of external auditors including auditing fee to the Board of Directors. 6. Review whether internal control recommendations, as made by the internal and external auditors, have been implemented by management. 7. Ensure that the company maintains appropriate procedures to monitor the compliance with laws and regulations. 8. Review and assess the adequacy of risk management procedures and computer security system. 9. Report significant issues to the Board of Directors. 10. Publish the Audit Committee’s report, signed by the Audit Committee’s Chairman, in the company’s annual report. 11. Review the audit committee’s charter to comply with regulatory requirements concerned and good corporate governance, and propose such to the Board of Directors for approval. 12. Report, without delay, any director’s or management’s misconduct identified by the external auditors and result of the Audit Committee’s investigation to the SEC and the external auditors. 13. Carry out any other assignments requested by the Board of Directors and regulators. The Audit Committee officially met 8 times during 2011 to consider and acknowledge the plans and operation results of the Compliance and Audit Department, and Risk Management Department. The meeting also discussed the changes in regulatory requirements, results of examination made by the regulatory agencies and summarized significant issues reported to the Board of Directors. This includes one meeting with the external auditors in absence of the management.

4. The Remuneration Committee

As at 31 December 2011 the Remuneration Committee consists of 2 members;

1. Mr. Michael David Roberts 2. Mr. Sopon Boonyaruttapunth In 2011, the Committee had 2 times engaged in considering the remuneration of Directors, remuneration of Executives, salary income and annual bonus of employees and presented to the Board of Directors for approval.

5. The Nomination Committee

The Board of Directors has appointed the Nomination Committee on 24 February 2010. The Committee comprises 5 members, 3 of which are independent non-executive directors. Each member of the Committee has a 3-year term. Following are the list of the Nomination Committee in 2011. 1. 2. 3. 4. 5.

Mr. Satit Chanjavanakul Mr. Chali Sophonpanich Mr. Kongkiat Opaswongkarn Mr. Virach Aphimeteetamrong Mr. Sopon Boonyaruttapunth

Chairman of the Nomination Committee Member of the Nomination Committee Member of the Nomination Committee Member of the Nomination Committee Member of the Nomination Committee

44 45

The Scope and Responsibilities of the Nomination Committee 1. To set up selection criteria and appointment procedures for Board members. 2. To determine qualification of directorial candidates as well as select and nominate the qualified candidates for the Board’s consideration, whether for new directors or re-appointment of existing directors. 3. To select and propose qualified candidates to be nominated as independent directors based on the criteria for independent directors as prescribed by the Company to the Board. 4. To consider and review in qualifications and performance of directors who retire by rotation and recommend to the Shareholders’ Meeting on re-election of the directors retiring by rotation. 5. The Nomination Committee may seek expert advice on certain matters to enable them to fulfill their duties more efficiently. 6. To report on their performance of duties to the Board of Directors.

6. Sub Committees 6.1 Investment Committee The Board of Directors appoints member of the Investment Committee. As at 31 December 2011 the Investment Committee comprises 4 members, namely Chairman of the Committee 1. Mr. Kongkiat Opaswongkarn

Chief Executive Officer

Member of the Committee 2. Mr. Patchara Surajaras 3. Mr. Jirawat Lewprasert 4. Miss Jarunee Chansawang

Executive Director Executive Director First Vice President, Investment Department

Advisor to the Investment Committee 1. Mrs. Nintira Sophonpanich

Miss Jarunee Chansawang is Secretary to the Committee

The Scope and Responsibilities of the Investment Committee 1. To determine the Company’s investment policy. 2. To monitor and ensure that the Company’s investment portfolios comply with the prescribed policy. 3. To establish conditions and procedures governing the Company’s investment. 4. To determine that proper risk control measures for the Company’s portfolio investment are in place. 5. To determine and approve any investment, as proposed by the investment department, that does not comply to the investment policy. 6.2 OTC Derivatives Committee The Board of Directors appoints member of the OTC Derivatives Committee. As at 31 December 2011 the OTC Derivatives Committee comprises 5 members, namely Chairman of the Committee 1. Mr. Kongkiat Opaswongkarn

Chief Executive Officer

Member of the Committee 2. Mr. Patchara Surajaras 3. Mr. Jirawat Lewprasert 4. Mr. Krisda Sawamiphakdi 5. Mr. Viravate Vongkitbuncha

Executive Director Executive Director Senior Executive Vice President, Business Development and Strategy Division Senior Vice President, Derivatives Department

Mr. Viravate Vongkitbuncha is Secretary to the Committee

The Scope and Responsibilities of the OTC Derivatives Committee 1. Set policy for conducting OTC derivatives business 2. Give guidelines and monitor on marketing and product design in line with business policy 3. Consider risk management policy for derivatives and update policy to suit current trends 4. Approve transactions of OTC derivatives business for both the selling of product for clients and buying hedging instruments 5. For those transactions that are out of the scope of risk management policy, the committee may grant approval or defer to the Board of Directors 6. Approve establishment of the risk management and data management systems for business operations 7. Approve risk management policy in terms of market risk, credit risk, operation risk, and other aspects including the Chinese Wall policy 8. Review annual business plan and budget 9. Approve other special transactions related to OTC derivatives business 6.4 Credit Committee The Executive Committee set up the Credit Committee comprising of the President of broking business, the Chief Operating Officer, the Chief Financial Officer, Marketing Executives and other executives appointed by the President. As at 31 December 2011 the Credit Committee comprises 14 members, namely Chairman of the Committee 1. Mr. Patchara Surajaras

Executive Director

Member of the Committee 2. Mr. Jirawat Lewprasert 3. Mrs.Pannipa Gulyanon 4. Mrs.Porranee Tongyen 5. Mrs.Vimol Chayaphunta 6. Mrs.Pimsucha Lertprapotekul 7. Mrs.Jeeraphat Pimantip 8. Mrs.Manee Sirinapapen 9. Mr.Somyos Ngowwatana 10. Mr.Chakkit Yantadilok 11. Mr.Kitti Choongphong 12. Miss Supaporn Amornkantkul 13. Miss Orachon Kitja 14. Miss Chutima Jitbunjong

Executive Director Senior Executive Vice President, Operation Division Executive Vice President, Research Division Executive Vice President, Marketing Division 1 Executive Vice President, Risk Control Division Executive Vice President, Wealth Plus Division Executive Vice President, Retail Brokerage Business Senior Vice President, Marketing Division 6 Senior Vice President, Marketing Division 9 Senior Vice President, Marketing Division 3 Senior Vice President, Securities Operations Department Senior Vice President, Foreign Securities Services Department Vice President, Securities Services Department

Miss Orachon Kitja is Secretary to the Committee

46 47

The scope and Responsibilities of the Credit Committee 1. To approve credit limits for securities trading in compliance with its authorization; 2. To review and approve credit line of all types of customer account; 3. To review and approve a list of securities, number of shares and margin rates that allow to buy or short selling in margin account; 4. To consider the interest rate for customersâ&#x20AC;&#x2122; deposited money and for lending money to customer of all types of accounts related to broking business; 5. To consider and specify the conditions and procedures for the new business activities; 6. To monitor operational problems and determine practices and guidelines including related regulations; 7. To acknowledge losses from trading transaction error. Executives (as per definition of the Notification of the Capital Market Supervisory Board) 1. 2. 3. 4. 5. 6.

Mr. Kongkiat Opaswongkarn Mr. Chali Sophonpanich Mr. Patchara Surajaras Mr. Jirawat Lewprasert Mrs. Pannipa Gulyanon Mr. Krisda Sawamiphakdi

Chief Executive Officer Executive Director Executive Director, Chief Operating Officer Executive Director, Chief Financial Officer Senior Executive Vice President, Operation Division Senior Executive Vice President, Business Development and Strategy Division

Mr. Jirawat Lewprasert, Executive Director, acts as head of Finance, Accounting and Planning Department

Authorities and Duties of the Chief Executive Officer 1. To consider and designate the policies, objectives and strategies in business operation of the Executive Committee proposed to the Board of Directors for approval. 2. To supervise and assist the Executive Committee in operating and managing business of the company in accordance with the business policy, objectives, and strategies in order to achieve the target within the approved budget from the Board of Directors. 3. To consider and approve the expenses that exceeding the authority of the President or Executive Directors according to all the regulations set by the Board.

Director Nomination Process The Nomination Committee shall select persons with suitable knowledge and attributes to become directors of the company, whether for new directors or re-appointment of existing directors, by recommending such persons for nomination to a shareholderâ&#x20AC;&#x2122;s meeting for approval in accordance with the following criteria and procedures: Election of directors 1. A shareholder shall have one vote for each share held; 2. In selecting the directors, the voting therefore may be for each of the candidates at a time or for all the candidates forming a group at a time or by any other means as may be deemed appropriate by the meeting of shareholders. But in the voting process, each shareholder shall be entitled to the manner of voting prescribed under 1 above but may not distribute the vote for any particular candidate or for the candidates forming the group;

3. Candidates shall be decided on the basis of the majority of the votes case. In case of a tie of votes, the chairman presiding over the meeting shall have the casting vote. Nomination of new director 1. In case of vacancy in the Board of Directors for reasons other than the expiration of the directorâ&#x20AC;&#x2122;s term of office, the Board of Directors shall elect a person who has qualifications and who possesses no prohibit attributes pursuant to the relevant provisions of the Public Limited Companies Act as the replacement director at the next meeting of the Board of Directors, unless the remaining term of office of the said director is less than two months. The replacement director shall hold office for the remaining term of office of the director whom he or she replaces. The resolution of the Board of Directors in electing replacement Director shall be by a vote of not less than three quarters of the number of director remaining. 2. In case the whole Board of Directors vacates office, the terminated Board of directors shall remain in office to conduct the business of the company as necessary until the new Board of Directors takes office, unless the court order state otherwise.

In case of termination by courtâ&#x20AC;&#x2122;s order, the terminated Board of Directors shall call a shareholder meeting to elect a new Board of Directors within one month of its date of termination by serving written notice calling a shareholder meeting not less than fourteen days prior to the date of the meeting.

3. In case of vacancies in the Board of Directors resulting in the number of directors being less than the number required for a quorum, the remaining directors may perform any act in the name of the Board of directors only in matters relating to the calling of a shareholder meeting to elect directors to replace all the vacancies. Such meeting shall be held within one month of the date that the number of directors falls below the number required for a quorum. The replacement directors shall retain office only for the remaining terms of office of the directors whom they replace. Executive Director The Board of Directors is empowered to select the Executive Director. Independent Director The nomination of independent directors is the same as that of director. The independent director must have the following qualifications: 1. Holding shares not exceeding one percent of the total number of voting rights of the company, its parent company, subsidiary, affiliate major shareholder or controlling person which may have conflicts of interest. This also includes number of shares held by related persons of the independent director. 2. Neither being nor having been an executive director, employee, staff, or advisor who receives fixed salary, or a controlling person of the company, its parent company, subsidiary, affiliate, major shareholder or of a controlling person of the company unless the foregoing status has ended no less than two years. Such prohibited characteristic is not including the case that the independent directors having been a civil servant or adviser to government agency who holds a significant stake or is a controlling person of the company. 3. Not being a person related by blood or registration under laws, such as father, mother, spouse, sibling, and child, including spouse of the children, executives, major shareholders, controlling persons of the company, or persons to be nominated as executive or controlling persons of the company or its subsidiary.

48 49

4. Not having nor ever having a business relationship with the company, its parent company, subsidiary, affiliate, major shareholder or controlling person of the company, in the manner which may interfere with his independent judgment, and neither being nor having been a major shareholder or controlling person of any person having business relationship with the company, its parent company, subsidiary, affiliate, major shareholder or controlling person of the company unless the foregoing relationship has ended not less than two years. 5. Neither being nor having been an auditor of the company, its parent company, subsidiary, affiliate, major shareholder or controlling person of the company, and not being a major shareholder, controlling person or partner of an audit firm which employs auditors of the company, its parent company, subsidiary, affiliate, major shareholder or controlling person of the company unless the foregoing relationship has ended not less than two years. 6. Neither being nor having been any professional advisor including legal advisor or financial advisor who receives an annual service fee exceeding Baht two million from the company, its parent company, subsidiary, affiliate, major shareholder or controlling person of the company, and neither being nor having been a major shareholder, controlling person or partner of the professional advisor unless the foregoing relationship has ended not less than two years. 7. Not being a director who has been appointed as a representative of the company’s director, major shareholder, or shareholders who are related to the company’s major shareholder. 8. Not operating any business that has the same characteristics or competition with business of the company or the company’s subsidiary. And, not being a partner who has a say in any form of partnership, an executive director, an employee, a staff or an advisor who receives fixed salary, or holding shares more than one percent of the total number of voting rights in any other company that has the same characteristics or competition with business of the company or the company’s subsidiary. 9. Not having any characteristics which make him/her incapable of expressing independent opinions with regard to the company’s business affairs.

1. Remuneration in cash (A) Directors • A sum of Bt3,535,000 was paid to 10 company’s directors in form of director fee and bonus. However, directors who are employee of the company shall be entitled only to director fee. The secretary to the Board of Directors received remuneration of Bt90,000. • A sum of Bt540,000 was paid to 3 members of the Audit Committee in form of Audit Committee fee in 2011. Total remuneration paid to directors in 2011 was Bt4,165,000 with the following details: (Unit: Baht) Name

Position

Director Fee

Director Bonus

Audit Committee fee

Directors 1. Mr. Chali Sophonpanich 2. Mr. Kongkiat Opaswongkarn 3. Mr. Michael David Roberts 4. Mr. Virach Aphimeteetamrong 5. Mr. Sopon

Boonyaruttapunth

6. Mr. Satit

Chanjavanakul

7. Mr. Pratib 8. Mrs. Nintira 9. Mr. Patchara 10. Mr. Jirawat

Yongvanich* Sophonpanich Surajaras Lewprasert

Chairman Chief Executive Officer Independent Director Independent Director Chairman of the Audit Committee Independent Director Member of the Audit Committee Independent Director Member of the Audit Committee President Director Executive Director Executive Director

360,000 180,000 600,000 240,000

220,000 280,000

240,000

260,000

240,000

135,000 180,000 180,000 180,000 2,535,000

1,000,000

240,000 140,000 160,000 540,000

The corporate secretary Mrs. Choomsai Tantisawetrat

The corporate secretary

90,000

* Mr. Pratib Yongvanich resigned from a position of director of the company with effective from October 1, 2011

(B) Executive Directors and Executives Remuneration of 4 executive directors and 2 executives (According to the definition in the notification of the Capital Market Supervisory Board) of year 2011 in form of salary, bonus, provident fund and social security fund contributed by company was total Bt101,889,776. 2. Other Remuneration

- None -

50 51

Board of Directors’ Policy on Corporate Governanceร The Board of Directors realizes the significance of good corporate governance which constitutes a foundation for a policy formulated to oversee the Company’s operations. This policy encompasses the impartial treatment among shareholders and stakeholders; the role, responsibility, and independence of directors; information disclosure and transparency; internal controls and internal audits; risk management; business ethics; and policy compliance for the Board, the Management, and all employees. The policy on good corporate governance has been commenced as follows: 1. The Board must treat and communicate with shareholders on an equitable basis. 2. The Board must be mindful of the rights of all stakeholders and strives to promote a good understanding of and cooperation with the Company. 3. The Board conducts their duties with due regard for the best interests of the Company and shareholders. The Board also establishes a structure and procedure to clearly define and separate the role and responsibilities for the Board from those of shareholders and the Management. 4. The Board takes due care to ensure that the Management discloses Company reports and information which are accurate, timely, transparent and in conformance with the applicable laws and regulations. 5. The Board is responsible for establishing a structure to evaluate the performance of the Management with reference to management policy and effectiveness of the internal control system. 6. The Board establishes a Code of Business Conduct to provide guidelines for the Management and employees in running the Company’s business in conformance with relevant laws as well as the highest standards of business ethics and generally accepted practices for the securities business.

The Board reviews the Company’s corporate governance policy on a yearly basis and oversees its implementation to ensure full compliance. In 2011, the Company’s business operations in accordance with good corporate governance policy are summarized as follows:

Section 1 :

Rights of Shareholders The Board is fully aware of the significance of the rights of shareholders and will not engage in any actions that may violate or undermine their rights. Furthermore, the Board encourages shareholders to fully exercise their rights. These include all basic rights, including the right to buy new shares, sell or transfer owned shares; the right in the division of profits; the right to receive sufficient information about the Company’s operations; the right to participate and vote in shareholder meetings to elect or remove directors, and to approve the appointment of independent auditors. The rights of shareholders also extend to voting on matters that affect the Company’s business such as the appropriation of dividends, establishment and amendment in Articles of Association and Memorandum of Association, the increase or decrease of the Company’s capital, and approval of special transactions. The Company encouraged and performed in compliance with the good corporate governance principles and guidelines about the rights of shareholders as follows:

• The Right to profit-sharing in the form of a dividend

The Company’s and its subsidiary Company’s dividend payment policy dictates that the dividend being paid to shareholders must not be less than 75% of annual net profit, except cases where the Company needs to retain that profit for its business expansion or other important business activities. The Company paid dividend of Baht

0.28 per share, or approximately 78.84% of 2010 net profit after setting of the legal reserve.

• The Right to attend Shareholders Meeting

At the 2011 Annual General Meeting of Shareholders which was held on April 19, 2011, the Company facilitated and encouraged the shareholders to exercise their rights, detailed below: Prior to the Meeting Day 1. The Company ensures that shareholders receive information about the date, time, place, agenda consisting of objectives, rationale, and board’s opinions, and the issues to be decided at the meeting prior to the meeting to provide the shareholders enough time to study the agenda items. Shareholders will also be informed of the rules and regulations of voting procedures. The Company informed shareholders of information about the shareholders’ meeting through the Stock Exchange of Thailand and on the Company’s website: www.asiaplus.co.th more than 1 month prior to the Annual General Meeting of shareholders. The Meeting notice with other supporting documents in Thai and English (For foreigners) were sent to shareholders 22 days prior to the Annual General Meeting of shareholders. Moreover, the meeting notice was published in a Thai newspaper for at least 3 consecutive days and at least 3 days before the meeting date. 2. The Company will not engage in any actions that may restrict shareholders’ access to the Company’s information. The Company does not allow a shareholder who is the Company’s executive to unnecessarily add an agenda item without prior notice, especially a significant item from which shareholders need to study any relevant information before making a decision. On the Meeting Day 1. The Company will facilitate shareholders’ participation in shareholder meetings and the exercise of their rights while avoiding any actions that may limit their opportunities to attend the meetings. Registration for the meeting is arranged 1.30 hours prior to the commencement of the Annual General Meeting of shareholders and continues through to the end.

A barcode system is used in addition to the regular registration to accommodate shareholders who come to the meeting in person but have not brought their barcodes. This system helps facilitate shareholders when attending the meeting. 2. The Chairman of a shareholder meeting will allocate adequate time for the shareholders to express their opinions and raise questions under each agenda item to which must be thoroughly and completely answered or clarified by the Chairman, the Board of Directors, and the Company’s Auditors. 3. The Board of Directors, realizing the importance of shareholder meetings, will attend the meetings and answer shareholders’ inquiries. The directors, executives, and Company’s auditors were present at the Annual General Meeting of Shareholders to respond to any inquires. Moreover, the legal consultant and the representative from legal firm, who came to observe the meeting to ensure its transparency and compliance with the applicable laws and the Company’s Articles of Association, took responsibilities in verifying the proxy forms, the forming of a quorum, and the vote counts on each agenda. After the Meeting Day The Company submitted the resolutions of the Shareholder’s meeting to the Stock Exchange of Thailand within 1 day after the meeting and the Company submitted the Minutes of the 2011 Annual General Meeting of Shareholders to the regulatory agencies within 14 days and also disclosed on the Company website www.asiaplus.co.th for shareholders to acknowledge. Moreover, the Company recorded the meeting on the video for future use.

• The Right to access information on the company

The Company updates significant information to shareholders by posting such information on its website on a regular and consistent basis and also via the SET’s communication channel and the SEC.

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Section 2 :

Equal treatment for shareholders The Board oversees and ensures the impartiality of treatment and basic rights for all shareholders in order to build investors’ confidence in the Company. Therefore, the Company has formulated guidelines to preserve their rights as follows:

• Equal treatment for shareholders 1) Exercise of Voting Rights In case any shareholders are unable to attend a shareholder meeting, they may authorize other persons as their proxies to attend and vote at the meeting on their behalf. At the Annual General Meeting of shareholders, the Company had delegated Mr.Sopon Boonyaruttapunth, the member of the Audit Committee who is the independent director, to act as their proxy. The Company also encourages shareholders to use a Proxy Form in which shareholders can specify their voting requirement. The Form is enclosed with the notice of the meeting sent to the shareholders, and it can also be downloaded from the Company’s website. In addition, the Company also provided shareholders with the duty stamp to be sealed on the proxy form for their convenience. The Company used ballots in voting for all the meeting agenda. Moreover, for the agenda of consideration and approval of the election of directors to replace those who retired by rotation, the Company gave the chance to shareholders to elected the directors individually. Shareholders who arrive after the meeting has commenced are able to vote on the agenda item being considered provided that a resolution is not yet made. They shall constitute part of the quorum starting from the agenda item that they are in attendance and exercise their voting rights unless the meeting states otherwise. 2) Expression of Opinions and Suggestions The Company treats all major and minor shareholders equitably. Any shareholders may voice their opinions to the meeting for consideration. Therefore, shareholders can express opinions or make recommendations to the Board

of Directors or through the Company’s website. In the past general shareholder meetings, most participants were minor shareholders who took an interest in keeping track of the Company’s operations. They were given opportunities to freely express their opinions, which were found beneficial to the Company. 3) Proposing the agenda and nominating a qualified candidate for the Company directorship for the 2012 Annual General Meeting of Shareholders The Board of Directors has set forth the policy encouraging all shareholders getting the equal and fair treatment by giving the chance for shareholders to propose the meeting agenda prior to the meeting and nominating qualified candidates who would be considered for a position in the Board of Directors in accordance with the Company’s principles from October 1, 2011 to December 31, 2011. The shareholders who wish to propose the agenda for the Annual General Meeting of Shareholders or nominate a qualified candidate for Company directorship must be the shareholder of the Company which can be either one shareholder or combined shareholders with holding minimum shares from 5% of total voting rights of the Company and have continuously held those shares for at least 12 months by the date the shareholder proposes the agenda or director nominee. The Company’s principles have been disclosed through the Company’s website www.asiaplus.co.th and the Stock Exchange of Thailand. The shareholders who want to propose agenda for the annual general meeting of shareholders or nominate a qualified candidate for Company directorship can send the proposal and other required documents to the Office of Board of Secretariat & Office of the Chief Executive Officer unofficially through the e-mail public_relations@asiaplus.co.th or fax no. 02-285-1905 before sending the original proposal and other support documents to the Company within December 31, 2011. However, there were neither proposals on the meeting agenda nor any nominations for the Board of Directors.

• Preventive measures against use of inside information for own interests The Company has established a policy to prevent executives from utilizing the Company’s inside information for their own interests, both directly and indirectly.

The Company has set regulations for transactions from which potential conflicts of interest may arise as follows: 1. The Board of Directors has approved the procedures of the related transactions between Company or subsidiaries to the directors or executives or related persons of the Company and subsidiaries for regular transactions or those supporting the regular transactions that fall under the general trade conditions. The prices and conditions are identical to those applicable to transactions executed with external parties. For other transactions, the procedures are in accordance with the regulations enforced by the Stock Exchange of Thailand and the Capital Market Supervisory Board. Moreover, the Audit Committee will review the rationale and necessity of the transactions on a quarterly basis. Details and values for each transaction are disclosed under “Related Transactions” and the Form 56-1. 2. The Company specifies that Directors and the Management must report any changes in their securities holdings to the Office of the Securities and Exchange Commission (SEC) in accordance with Section 59 and Section 257 of the Securities Exchange Act B.E. 2535. The Company has set out rules and regulations, which appear in “Compliance Manual” as follows: 1) The Company’s directors and the management including their spouses and minors are required to report any changes in their securities holdings to the Office of the Securities and Exchange Commission (SEC) in accordance with Section 59 of the Securities Exchange Act B.E. 2535. 2) Criteria were set out to prevent utilization of non-disclosed information among the Company’s differing business lines including investment banking, research, and investment. Through such measures, their scope of duties, lines of command and office space are clearly separated from one another. 3) Regulations on employees’ purchase or sale of securities were put in place under which employees must maintain their brokerage cash account only through the Company. Any order for purchase or sale of securities must be made through the Company’s Authorized Officer, who will enter the transactions onto the trading system. Employees

must also obtain approval from their supervisors prior to the purchase or sale and are required to disclose any trading transactions of their spouses or minors to the Compliance and Audit Department on a monthly basis. Moreover, Directors, the Managements, and related parties are prohibited from subscribing securities that are underwritten by the Company to prevent conflicts of interest and ensure fairness to the public. 4) Lists of securities under the Company supervision were established. They cover the list of new securities to be introduced or publicized to investors in the Stock Exchange of Thailand, Watch list, and Restricted list, which includes securities under transactions with the issuing companies or securities of the companies for which Asia Plus Securities has provided financial advisory services such as mergers, acquisitions, and tender offer. This prevents the Company’s employees, executives, and the member in sub-committees engaged in such transactions from making use of inside information obtained during their employment for the benefit of themselves, others, or the Company before the information is released to the public. The Compliance Unit is responsible for ensuring compliance with the aforementioned regulations and keeping disclosure reports of securities trading by employees’ spouses and minors who maintain their brokerage accounts at other companies. The Unit will report any non-compliance or misuse of inside information for personal gain to the Executive Committees. An investigating committee will be established to determine the appropriate penalties which include written warnings, probation, suspension, and termination of employment.

• Report on interest of Directors, Management and Related persons The Board of Directors has set out guidelines for the Company’s directors and executives on the disclosure the report on the interest of directors, the executives and the related persons. This information is acquired for the monitoring of the board directors and executives’ performance whether they have performed their fiduciary duties with careful consideration and integrity. In addition,

54 55

there should be no transactions that may cause potential conflict of interest ascending to any transfer of benefits between the Company and its subsidiaries. However, the board directors and executives of whom interests may coincide with the Company’s transactions will not take part in any suggestions or decision-making processes.

Section 3 :

Roles of stakeholders The Company realizes that its success and sustainability rest on a good relationship between the Company and all stakeholders including employees, counter – parties, creditors, customers, competitors, society, the public sector, and shareholders. Therefore, the Company is resolved to promoting mutual benefits and safeguarding the interests of each group of stakeholders fairly in compliance with the provisions of the relevant laws or agreements with the Company. The Company will not engage in any action that violates the rights of stakeholders. The Company’s roles towards each group of stakeholders are as follows: Shareholders:

One of the Company’s ultimate goals is to ensure favorable and sustainable growth and competitiveness, with solid viability and due consideration to both current and future risks to ensure the highest value to our shareholders over the long term. The Company must operate its business with integrity, transparency, impartiality and diligence with the effective internal controls and risk management. The Company will not engage in any actions for personal gain and will exert its best effort in protecting its assets and reputation.

The Company encourages shareholders to exercise their rights, which are fundamental, and act as business owners; to raise concerns or suggestions relating to the Company’s business operations; and to access any updated information on the Company via its website on a regular and consistent basis.

Employees:

The employees are the resources of the highest value to the Company’s progress and success. The Company enhances employees’ potential so they can provide better services to clients and as a means to promote their career growth, the Company pledges to develop and boost employees’ skills, knowledge, and understanding about the Company’s products. This is one of the Company’s business goals. In 2011, the Company provided wide-ranging on-site and off-site training to employees to enhance their knowledge and develop their capabilities in their work and client service. The training courses were appropriately selected and diversified in alignment with the employees’ operations. Examples included the foreign investment, Derivatives Warrants, and etc.

In addition, the Company maintains safe, clean, and conductive working environment, and also promotes the employees’ health by providing healthcare, annual physical check up, encouraging every employees to get vaccinated against 2009 H1N1 and arranging health-related training courses. Furthermore, the Company has mandated that all departments and offices review the contingency manuals including the ones in preparation for serious epidemics and trials. This is to ensure personal safety and Company’s assets in times of emergency.

The Company treats all employees fairly and equally. The Company offers salary and benefits at a rate suitable for employees’ qualifications and responsibilities and based on the individual employees’

performance. The Company has also provided welfare packages for the employees such as the establishment of a provident fund and life and health insurance for employees and their families. Customers:

The Company is committed to clients by developing quality services and innovations and providing more service channels/options and clarifications on the risks involved in various financial products and services. The Company is also committed to clients’ confidentiality and interests with utmost integrity and ethics. The Company maintains a complaint system which focuses on efficiency and justice. In addition, the Company has taken part in dispute settlement through arbitration scheme initiated by the Office of Securities and Exchange Commission (SEC). Extensive training has been provided to help customers understand and use the Company’s new financial products and services with confidence. Added to these initiatives is the organizing of activities to provide information about investment to customers. In 2011, the Company organized training courses for the clients and a CEO Forum where high-ranking executives from listed companies, asset fund management companies, institutional investors and the retail investors who are the Company’s clients exchanged ideas and information.

Counter – parties and Creditors:

The Company complies with all the terms and conditions prescribed in the agreements without any unethical gain or benefit. In 2011, there was no case of non-compliance with the terms and conditions as agreed upon with the counter-parties and creditors.

Competitors:

The Company conducts business within the rules of competition stipulated by the securities industry or the authorities. Emphasis is put on compliance with the criteria on the securities commission rate and remuneration for marketing officers; upholding the standard rules for competitions; not engaging in unethical means of acquiring information; and creating propaganda or unfair accusations to disrepute competitors. During the past year, the Company had no dispute over competition.

Government Entities:

The Company strictly monitors its operations to ensure its compliance with the laws, rules and regulations concerning its operations and to ensure that the Company does not violate those laws, rules and regulations of the supervisory entities. Moreover, the Anti-Money Laundering/Combating the Financing of Terrorism Committee (AML/CFT Committee) of the Company also review the policy, giving the guidelines about the automatic filtering rules and process, monitoring the suspected transaction and setting the appropriate penalties.

Community and Environment:

The Company has given importance to social responsibility and environmental stewardship by encouraging the employees to reinforce and developing the society including the environment as following: 1. The Company’s analysts serve as guest speakers, giving lectures on the capital market at various institutions such as the Stock Exchange of Thailand and universities. 2. The Company’s executives serve as committee members at various associations and clubs, providing opinions and assisting in setting up rules and regulations governing the securities business. 3. The Company provides internship opportunities for students every year, allowing them to gain hands-on experience working in different departments.

56 57

4. The Company supports the activities dedicated to promoting Thai culture on various occasions such as Buddhist Lent and Songkran festival. 5. The Company donates money and humanitarian aids to the unfortunate, charitable organizations, and those affected by disasters. 6. The Company promotes the energy saving campaigns such as switching off the unneeded lights, use of environmentally friendly office equipment, and reduction of paper use and trash, planting the mangrove forest, etc. The Company has established channels for raising concerns or receiving complaints from customers through the “Complaint Box” and from employees through their supervisors. Other stakeholders can direct their complaints to the Company’s website: www.asiaplus.co.th or send a letter to the Executive Director of the Company. The complaints will be investigated according to the established procedures and reported to the Board of Directors. All evidence and documents related to the complaints and names of the complainants will be kept confidential.

Section 4 :

Information disclosure and transparency In 2011, the Company ensured the full disclosure of financial and non-financial information that was accurate, complete, timely, and transparent in accordance with the information disclosure rules and regulations stipulated by the Office of the Securities and Exchange Commission (SEC) and the Stock Exchange of Thailand (SET). The Company has established a broad spectrum of dissemination channels to ensure easy access to the information including SET’s communication channels, the Annual Report, and Form 56-1. The information in both Thai and English versions is also available on the Company’s website: www.asiaplus.co.th, which is updated on a regular basis. In addition, the Company disclosed the unreviewed quarterly and unaudited annual financial statements beyond SET’s requirement to speed up financial information availability for investors. There has been no material difference noted between those unreviewed/ unaudited and rewiewed/audited reports. For greater convenience, investors or interested persons can request further information or make inquiries at the e-mail address: public_relations@asiaplus.co.th.

• The Board of Directors and sub-committees The Company’s management structure in 2011 comprised the Board of Directors, the Executive Committee,

the Audit Committee, the Nomination Committee, the Remuneration Committee, and the sub-committees which are, the Investment Committee, the Credit Committee, the Derivatives Committee and the AML/CFT Committee. Details concerning these committees are available under “Shareholders and Management Structure”. Annual remuneration for the Board of Directors was approved by shareholders at the Extraordinary Shareholders Meeting No.1/2004 dated 27 May 2004 at an amount not exceeding Bt 15 million. This took effect from the fiscal year 2004 onwards until the shareholders meeting determines otherwise. The Remuneration Committee considers the annual remuneration for the committees within the fixed amount. The rate will be on a par with that of the industry and will be attractive enough to retain the committees with the desired qualifications. It will also be commensurate with additional assigned duties and responsibilities. Committees who serve as Audit Committee members are entitled to additional remuneration due to the extra duties. Remuneration of the Executives corresponds to the Company’s operating results, the performance of each individual management executive. The remuneration is considered by the Remuneration Committee. Details of directors and management remuneration as of December 31, 2011 are shown on item “Remuneration of Directors and Executives”.

• Quality of financial statements

The Board of Directors is all in favor that the financial statements of the Company and the consolidated financial statements of the Company and its subsidiaries as of December 31, 2011 are accurate and that appropriate accounting principles have been applied with due care and discretion. The financial statements have been prepared in conformity with the generally accepted accounting standards and practices. Also, the Company constituted the Audit Committee whose members possess knowledge, expertise, and experience needed for financial inspections and examinations of the accuracy of the financial reports. This guarantees the report’s credibility and true reflection of the Company’s operations.

• Relations with investors

The Company ensures that the disclosure of information is clear, accurate, transparent, reliable, and straightforward, providing information to all concerned parties in an equitable, complete, and timely manner in line with the principles of good corporate governance. Chief Executive Officer, President, and Executive Director are authorized to hold press conference or public relation activities to disseminate news or important information of the Company. However, they may delegate the duties to the relevant executive of each business line. Shareholders, customers, investors or interested persons may obtain or request any information from the Company through its website: www.asiaplus.co.th or e-mail at public_relations@asiaplus.co.th In 2011, the Company presented the financial performance to analysts, investors and the press on a regular basis in a form of meeting activities which were arranged by the Stock Exchange of Thailand. This session offered opportunity to the analysts and the press to meet the Company executives and to inquire about the Company’s operations and progress. • • • •

The Opportunity Day (Quarterly) Money Expo CEO Forum Press and media interview

In addition, the Company made regular and timely posting of information, the progress of the Company’s operation, and the stock analysis on the Company’s website for equal accessibility for all groups of stakeholders.

Section 5 :

Responsibilities of the Board of Directors • Structure of the Board

As of 31 December 2011, the Board of Directors comprised 9 directors including four independent directors, one non-executive director, and four executive directors. The number and composition are determined in proportion to the size and requirements of the Company. The duties and responsibilities of the Board have been clearly defined under “Shareholders and Management Structure”. The number of independent directors must not be less than that advised in best practices issued by the Stock Exchange of Thailand and the Company. They all possess qualifications defined by the Capital Market Supervisory Board, as entailed in the Shareholders and Management Structure in which the independent board director must be independent from any influential sources that may compromise their independence and impartiality. Their number must also be sufficient to create a balance of power in the Board, thereby preventing any director or group of directors from influencing the independent exercise of judgment of the Board and allowing every director to express their opinions freely. The Board appointed Mr. Virach Aphimeteetamrong, an independent director with knowledge and expertise in accounting and finance as the Chairman of the Audit Committee. Mrs. Choomsai Tantisawetrat, the Company’s employee serving as a corporate secretary, is responsible for giving advice on relevant rules and regulations, overseeing all the director’s activities, coordinating to ensure compliance with the Board resolutions, organizing meetings, and preparing and keeping the minutes of the Board meeting, shareholder meetings and other relevant documents. Her responsibilities also extend to ensuring the disclosure of information and reports in accordance with rules and regulations of the Monitoring Unit and communicating the rights of shareholders and the Company’s information to shareholders.

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• Independence of the Board from the management

The Chairman of the Board represents the Company’s major shareholder having shareholdings of 14.22 percent of the paid-up capital. However, the Chairman of the Board and the Chief Executive Officer are not the same person. The Company has clearly defined the separate roles, authority, and scope of responsibilities of both positions to create a balance of power. The Chairman of the Board is responsible for setting the overall’s Company policies whereas the Chief Executive Officer is responsible for leading the management team to achieve the policy implementation.

• Composition of the Board

The Board of Directors is composed of persons who have diverse knowledge, skills, expertise, experience, ability, leadership, and vision to help effectively manage the Company’s business operations. A Director must devote sufficient time and effort to carry out duties to ensure the Company has a good management that is transparent and verifiable. This is to strengthen the confidence and trust of shareholders, investors, stakeholders, and other concerned parties. The Company does not limit the number of other Company boards on which non-management Directors serve. Therefore, the Directors must take into account the potential time commitment of attending the Company’s board meetings to keep abreast of the Company’s business operations and to perform his/her duties as the Company’s Director efficiently. Furthermore, any director who serves as a director of any other Company which is not an affiliate or subsidiary of the Company, is required to disclose such information to the Company. The qualifications and directorship of each Director are shown under “Names and Experiences of Executives” and in Form 56-1. The Executive Directors oversee day-to-day operations. However the Chief Executive Officer, the Chief Operating Officer and the Chief Financial Officer, all serve as directors of the Company’s subsidiary as the representatives of the Company. This is to allocate adequate attention to all areas of the business, in accordance with the established objectives to achieve the highest economic value for shareholders.

• Transparency in election of directors

The Company adopts formal and transparent procedures for the election of Directors. The Nomination Committee is responsible for selecting persons who have the knowledge, ability and qualifications and suggesting to the Board of Directors to propose to the Shareholders’ Meeting for election of the directors. The procedures are detailed under the “Shareholders and Management Structure”.

• The director’s terms on the Board

The Company has clearly defined the directors’ terms on the Board. At every general meeting, one-third of the directors must retire from office. If the number is not a multiple of three, the number nearest to one-third must then retire. The directors who must retire in their first and second year after Company registration will engage in the draw to determine the name of retiree. For the subsequent year, the director who has served the longest term in that position shall retire.

A retiring director is eligible for re-election.

• Efficiency of Board of Directors

The Board is accountable to shareholders and oversees the operations of the Company. The Board has a participatory role in defining the visions, strategies, goals, business plans and budgets to ensure that the Management fulfills business plans in an efficient and effective fashion. In addition, the Board clearly defines the duties and responsibilities of each committee and communicates such to the Executive Directors and all employees. The Executive Directors work closely with the government agencies and Association of Securities Companies, rendering opinions for changes in rules and regulations as well as competitive environments in the securities business. The Board assigns the Chief Executive Officer, President, Chief Operating Officer and Chief Financial Officer to arrange and maintain an efficient system of internal controls in the areas of finance, operations, and compliance with the laws and regulations. In addition, the Company also provides an audit mechanism and efficient balance system to protect and manage the capital of the shareholders and assets of the Company. An independent team takes

responsibility for monitoring all transactions and reporting the internal control assessment to the Audit Committee in parallel with the Executive Director accountable for the transaction. The Company has established departments responsible for monitoring and auditing the internal control as follows: 1. The Compliance and Audit Department is responsible for 1) Reviewing the performance of the Company’s securities business to ensure compliance with the securities laws and regulations of the Stock Exchange of Thailand and the Office of the Securities and Exchange Commission (SEC). 2) Ensuring that the Company has an efficient internal control system which is in consistency with the Company’s rules and regulations. The department will have the independence to function and proceed with the auditing. Therefore the department is to report directly to the Audit Committee. 2. The Office of IT Security is responsible for reviewing the security and internal control system for the corporate information system. The Board reviews the efficiency and adequacy of the Company’s internal control system on a yearly basis. 3. The Risk Management Division is responsible for preventing and mitigating risks, including containing any damage that may be incurred. The Risk Management Division is dedicated to formulating a risk management framework, coordinating, and overseeing the compliance with the Company’s risk management policy. Reviews of risk management adequacy and effectiveness are undertaken as deemed appropriate. Moreover, the Business Continuity Management policy has been formulated to ensure the continuing business operations in cases of any unexpected disruptions, to keep the operations up to date, and to examine the operations annually. In 2011, the Company practices the contingency plan for the emergency situation by creating the crisis situation so that the employees can’t work in the head office. Moreover, the Company also prepares the contingency plan in case of flooding crisis.

The Board has set up various committees: the Executive Committee, the Audit Committee, the Remuneration Committee and the Nomination Committee. The Executive Committee is also assigned to set up sub-committees including the Investment Committee, the Credit Committee, the Derivatives Committee and the AML/CFT Committee to alleviate the burden of the Board in studying the details of each business and to perform their duties as clearly set forth. The Audit Committee and the Remuneration Committee comprise independent directors and non-executive directors so they can perform their duties independently.

• Board of Directors meeting

The Board of Directors holds a meeting every month, which is scheduled in advance. The Board also holds extraordinary meetings when they deem appropriate. One of the regular meeting agenda items is the Company’s operating results. The meetings allow for submission of the issue by each Director and free consideration and discussions of the issues. The Notice will be given to all Directors at least seven days in advance. In the year 2011, the Audit Committee held 8 meetings. They included meetings with (1) the aforesaid monitoring, internal control and internal audit units to consider their working plans and acknowledge their assessments as well as the applicable laws and regulations, and assessments of the external auditor; (2) the Company’s auditors to consider the Company’s quarterly and annual financial statements and propose audited financial statements to the Board for approval.

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In 2011, the record of Directorsâ&#x20AC;&#x2122; attendance is as follows: Meeting attendance of The Board of Directors in 2011

Name

1. Mr. Chali Sophonpanich 1/

Position

12/12

1/1

25 April 1988

11*/12

7/7

1/1

27 May 2004

11/12

8/8

1/1

27 May 2004

12/12

2/2

11/12

7/8

2/2

1/1

20 May 1999

12/12

8/8

1/1

27 May 2004

7/9

3/3

13 February 1992

11*/12

4/7

18 April 1994

9. Mr. Patchara Surajaras Executive Director

12/12

7/7

1 March 2001

10. Mr. Jirawat Lewprasert Executive Director

12/12

7/7

11 April 1990

2. Mr. Kongkiat Opaswongkarn 3. Mr. Virach Aphimeteetamrong

4. Mr. Michael David Roberts 5. Mr. Sopon Boonyaruttapunth

6. Mr. Satit Charnjavanakul 7. Mr. Pratib Yongvanich 2/ 8. Mrs. Nintira Sophonpanich

Chairman of the Board of Directors / Nomination Committee Member / Executive Director Chief Executive Officer / Nomination Committee Member

Board of Executive Audit Remuneration Nomination Date of Appointment by Directors Committee Committee Committee Committee Shareholder Meeting/ meeting meeting meeting meeting meeting Board

Independent director / Chairman of the Audit Committee / Nomination Committee Member Independent director / Remuneration Committee Member Independent director / Audit Committee Member / Remuneration Committee Member / Nomination Committee Member Independent director / Audit Committee Member / Chairman of the Nomination Committee Member President Director / Advisor to the Executive Committee

16 January 1998

Remarks : 1/ Mr.Chali Sophonpanich was appointed as the Executive Director and Authorized Director effective from October 12, 2011 2/ Mr.Pratib Yongvanich resigned from directorship effective from October 1, 2011 * Mr.Kongkiat Opaswongkarn and Mrs.Nintira Sophonpanich went aboard so they could not attend the Board of Director Meeting.

Chief Executive Officer and Executive Directors jointly define the meeting agendas, ensuring all significant matters are included. Each Director is free to submit an agenda item to the Board Meetings. In 2011, Non-Executive Directors hold a special meeting among themselves to discuss issues related to the management, the meeting results was already informed to the Chief Executive Officer.

“Bees and orchids” Thanawut Puengsuk

When a new Director joins the Board, the Board will give the new Director an orientation, covering the Company’s policy and corporate overview.

• Self evaluation for Board of Directors

The Board will conduct an annual self-evaluation to review, monitor, and assess the performance of the Board and the Management. The result of the assessment will be considered in the Board of Director Meeting. In addition, the Remuneration Committee also conducted the annual performance assessment of the CEO for considering appropriate remuneration and other benefit.

• Self-development of directors and executive development.

All of 9 Company’s directors attended the Director Accreditation Program (DAP) and three of them attended the Director Certification Program (DCP) which was organized by the Thai Institute of Directors Association. Moreover, the Company provides training to the Directors, executives, and those involved with the supervision of the Company’s business operations to enhance their efficiency. They are also equipped with knowledge about the Company’s new financial products to ready them for the changing business environment. The training is offered both on-site and off-site.

Internal control

The Board of Directors, in its meeting No.2/2012 held on February 22, 2012, in which three members of the Audit Committee also attended, undertook the assessment of five aspects of the internal control systems: the organization and its environment; risk management; supervision of the management performance; information system and communication; and monitoring system. The Company has put in place a system of internal control of important transactions in relation to major shareholders, directors, the management or any other related persons. The Board of Directors is also of the view that the Company has already maintained an adequate system for other internal control issues.

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In year 2011, the Company had significant related transactions with some related parties that include shareholders and/or directors in common as follows.

(A) General Transactions 1. Brokerage Fee Related Parties / Relationship

(Million Baht) Description

1. Funds managed by BBL Asset - Brokerage fee income - Securities business Management Co.,Ltd. (Bangkok Bank Plc. holds stakes of 75.00% receivables in BBL Asset Management Co.,Ltd.) 2. Funds and Private Funds managed by - Brokerage fee income Asset Plus Fund Management Co.,Ltd. - Securities business (Asset Plus) (Asia Plus ’s current subsidiary) receivables 3. Private Funds managed by Asia Plus - Brokerage fee income Securities Public Company Limited (ASP) 4. Major shareholders, directors, the management and any parties who may have conflict of interest The Company’s major shareholder

- Brokerage fee income - Securities business payables

The Company’ s directors and executives - Total brokerage fee income - Securities business receivables - Securities business payables

Value

Price / Fee Year 2011 Year 2010 7.6292 5.9507 - Brokerage fee is a 36.6133 normal rate charged to other customers. 7.1543 15.5844 3.2069

5.6065 - Brokerage fee is a 16.7951 normal rate charged to other customers. - Brokerage fee is a normal rate charged to other customers.

0.8720 3.9687

1.8505 - Brokerage fee is a normal rate charged to other customers.

3.9368 -

3.9451 - Brokerage fee is a 2.9548 normal rate charged to other customers. -

0.4536

Remarks : Subsidiaries are Asset Plus Fund Management Co.,Ltd. and Asia Plus Advisory Co.,Ltd.

2. Goods, services and other expenses Related Parties / Relationship 1. Metro Systems Corporation Public Company Limited (Related by way of common director, Mr.Virach Aphimeteetamrong) 2. Bangkok Insurance Public Company Limited (Related by way of common director, Mrs.Nintira Sophonpanich)

(Million Baht) Description

The Company - Expense for goods and services - Accrued expense The Subsidiaries - Software license The Company - Insurance fee The Subsidiaries - Insurance fee - Advance insurance fee payment

Value Year 2011 Year 2010

0.0038

- The fee structure is the 3.4817 same as what applicable to general customers. -

0.1116

0.0112

12.5663

- The fee structure is the 0.7572 same as what applicable to general customers. 0.1197 0.0327

0.9955 0.1511 -

3. Funds deposited at bank / interest on deposit / borrowing / fee Related Parties / Relationship

Description

1. Bangkok Bank Public The Company Company Limited (BBL) - Money deposited at (-BBL holds stakes of 8.46% in the Company BBL in the name of the - Mrs.Nintira Sophonpanich, Company and on behalf the Company’s director, is a spouse of of customers Mr.Chartsiri Sophonpanich, president - Interest on saving of BBL.) accounts - Accrued interest income - Interest expense from borrowing - Bank charges 1/ - Overdraft line • Credit limits • Overdraft - Transfer fee Subsidiaries - Money deposited at BBL - Interest on saving accounts - Accrued interest income - Bank charges 1/

Price / Fee

(Million Baht)

Value Year 2011 Year 2010

Price / Fee

0.0060 0.1263

- The structure of interest on deposit / borrowing / fee applying to related transaction is the same as that applying to 0.2395 general customers / as stated in an agreement. 0.0032 0.4017

5.8772

5.4369

30.0000 0.0064

30.0000 0.0083

7.2715 0.0367

3.1313 0.0077

0.0015 0.0982

0.0001 0.1021

28.0284

0.3190

28.6975

Remarks : 1/ Bank charges include transfer fees, bank cheque fee, information services fee, etc

64 65

4. Rental Expense / Common Expenses Related Parties / Relationship 1. Bangkok Bank Public Company Limited (BBL) (-BBL holds stakes of 8.46% in the Company - Mrs.Nintira Sophonpanich, the Company’s director, is a spouse of Mr.Chartsiri Sophonpanich, president of BBL.)

2. Narai Ruampipat Co.,Ltd. (Mr.Chali Sophonpanich, the Company’s Chairman, is a director of Narai Ruampipat Co.,Ltd., holding stakes of 0%) 3. Sathorn City Tower Juristic Person (Mr.Jirawat Lewprasert, the Company’s executive director, represents the Company as director of the Board of Directors of Sathorn City Tower Juristic Person due to the Company’s proprietorship of the third floor of Sathorn City Tower.) 4. Sathorn City Tower Property Fund (The Company holds 0.125% in such fund)

5. Emporium Tower Property fund (The Company holds 0.20% in such fund)

Description

(Million Baht) Value Year 2011 Year 2010

The Company - Rental expense for 8.9181 regional branches and safe box expense - Accrued rental expense 0.6240 - Advance rental payment 0.0028 for safe box - Deposits 0.5177 The Subsidiaries - Deposits 0.0025 - Rental expense for 2.3862 1 branch office - Accrued rental expense 0.0007 - Deposits 1.0912 The Company - Common expenses 4.2564 - Parking expense 1.6254 - Deposits 0.1440 Subsidiaries - Parking expense 0.7324 - Accrued parking expense The Company - Rental expense for 19.9207 departments of Company ’s Head Office - Accrued rental expense 0.3115 - Deposits 6.2924 Subsidiaries - Rental expense 10.7266 - Accrued rental expense 0.1285 - Deposits 2.5684 - Rental expense for 3.7569 2 branch offices - Accrued rental expense 0.0218 - Deposits 0.8555

Remarks : Rental expenses include lease, services, parking, utilities and property tax.

8.8717 0.5801 0.0028

Price / Fee - The rental fee is the same as what applicable to general customers.

0.1321 0.0025 2.3735 - The rental fee is the same as what 0.0008 applicable to general 1.0912 customers. - The fee is the same 3.9799 as what applicable to 1.4744 general customers. 0.1440 0.7070 0.0353 - The rental fee is 15.0307 the same as what applicable to general customers. 0.2552 6.2924 9.5409 0.1291 1.9322 3.7472 - The rental fee is the same as what 0.0461 applicable to general 0.8555 customers.

5. Sale of Asset

(Million Baht)

Related Parties / Relationship 1. Mr. Pratib Yongvanich (The Company’s director : retired from directorship effective from 1 October 2011.)

Description - Income from selling car

Value

Price / Fee Year 2011 Year 2010 1.5888 - At the rate agreed by each party upon price with reference to market price

(B) Investment in Related Parties Related Parties / Relationship 1. Bangkok Bank Public Company Limited (BBL) (-BBL holds stakes of 8.46% in the Company - Mrs.Nintira Sophonpanich, the Company’s director, is a spouse of Mr.Chartsiri Sophonpanich, president of BBL.) 2. Emporium Tower Property Fund (City Realty Co.,Ltd. where Mr.Chali Sophonpanich is the authorized director, holds stake of 31.90% in such fund.) 3. Sathorn City Tower Property Fund (City Realty Co.,Ltd. where Mr.Chali Sophonpanich is the authorized director, holds stake of 32.13% in such fund.) 4. Bangkok Apartment Property Fund (Type B) (Mr.Chali Sophonpanich holds stake of 86.67% in such fund.) 5. The Bangkok Club Co.,Ltd. (Mr.Chali Sophonpanich, the Company’s chairman, is a director of the Bangkok Club Co.,Ltd., holding stakes of 3.89%) 6. Asset Plus Premium Dividend Fund (The Company holds 99.99% of stakes in Asset Plus Fund Management Co.,Ltd. who manages this fund.)

Description - Investment in common share - Dividend income

Note

(Million Baht) Value

Price / Fee Increase Year 2011 Year 2010 (Decrease) 81.6940 194.5237 (112.8297) - Investment portion 0.05% 12.9704

10.3350

- Investment in common share - Dividend income - Investment in common share - Dividend income - Investment in common share

4.1000

0.9020

0.9430

0.0640

0.0770

1.0000

- Investment portion 0.15%

- Investment in common share

1.2400

- Investment portion 0.06%

- Investment in common share - Dividend income

10.0024

3.1500

0.4150

- Investment portion 0.20%

( 0.0130) - Investment portion 0.12%

20.0024 (10.0000) - Investment portion 2.34% 0.8780

66 67

Necessity and Rationale of Related Transactions

Related Transactions in the year 2010 and 2011 were deemed necessary and conducted reasonably in the normal course of business. These transactions involving brokerage incomes, fees, goods and services expenses, saving accounts, bank charges, interest expenses and rental expense (as detailed in A from 1-5) are considered normal business activities as the expenses of fee structure applying to related transactions is the same as that applying to general customers. In relation to related transactions in investments (as described in B), these transactions had been approved by the Investment Committee, and the Board of Directors and effected with due authorization without any vote from common directors. The Company expects to continue carrying out such transactions in the future and shall ensure that transactions shall be effected at the prices and upon the conditions that will provide best benefits to the Company.

Measures of Related Transaction Approval

Related transactions in the future may cause conflict of interest. Therefore the Company will appoint an Audit Committee to review and consider whether it is necessary or rational to carry out such transactions. In case the Audit Committee is not well experienced in such transactions, the Company will assign independent experts or the Companyâ&#x20AC;&#x2122;s auditor make comments on those transactions. Such comments are attributed to approval of the Board of Directors. The related transactions should be beneficial to the Company. However, the Board of Directors must comply with the Securities and Exchange Act including rules, regulations, provisions and notices of the Securities and Exchange Commission. The company must ensure its compliance with regulations of information disclosure concerning related transaction and proprietorship according to generally accepted accounting standards established by Federation of Accounting Professions. Upon approval, common directors, member of the Board of Directors, executive directors and/or member of other committees who involve in any transactions, they are not entitled to cast a vote in the meetings.

Policy of Related Transactions

The Company experts to continue carrying out such transaction in both A and B in the future as they mostly involve normal business activities and benefits of the company. The Companyâ&#x20AC;&#x2122;s policy in relation to upcoming related transactions is to follow guidelines as stated in measures or procedures of related transaction.

68 69 “Corals” Aree Kongpol

“Ray for the soul” Boonnum Sasud

“A crab’s little world” Pisanu Wongwilaipisit

Earnings and financial position in 2011 Several important events took place in 2011, starting with a devastating earthquake in Japan, followed by a debt crisis in Europe that continues in 2012. There were also two other domestic events: a general election that led to a change of government; and massive flooding in late 2011, which impacted the Thai economy by Bt1.42 trillion and depressed GDP growth to -9% in 4Q11. As a result of

these events, the SET index was volatile throughout 2011, making it hard for investors to earn returns. In 2011, the index offered a return of -0.72%. The average daily trading volume was Bt33 billion, increasing 13.55% year on year. Of the total trading volume, 10.60% was from proprietary trade, versus 12.02% in 2010.

Trading volume per day

Market share of brokerage business

Million Baht

Source : The Stock Exchange of Thailand (updated on 10 February 2012)

Statements of financial position reflects self-adjustment

â&#x20AC;˘ Securities business receivables and derivative business receivables :

According to the statements of financial position (consolidated financial statements) of Asia Plus Securities Public Company Limited for 2011, total assets stood at Bt6,442 million at end-2011, versus Bt7,263 million in 2010. Looking at the details, net investment dropped Bt1,465 million from 2010, while securities business receivables and derivative business receivables decreased Bt887 million. However, cash and cash equivalents increased Bt1,175 million. This was a strategic adjustment by the company, given higher investment risk in the market, by decreasing risk-weighted assets and increasing liquid assets with lower risk to prepare for appropriate investment opportunities.

Owing to slim transaction volumes at the end of the year and the SET index fluctuating within a narrow range, securities business receivables and derivative business receivables declined as much as Bt886 million from end-2010 to Bt2,522 million at end-2011. The items comprised receivables with cash accounts at 50%, receivables with margin accounts at 49%, and other receivables at 1%. Interestingly, receivables with margin accounts decreased Bt692 million from the same period last year, helping to reduce risks in the companyâ&#x20AC;&#x2122;s business operations. As a result, although the company made no additional allowance for doubtful accounts, it was able to book a reversal of Bt0.20 million in its statements of comprehensive income. At the same time, receivables with cash accounts decreased Bt167 million, as a consequence of lower trading volumes.

Asset structure of Bt6,442 million in 2011 (consolidated)

Securities business receivables of Bt2,522 million in 2011 (consolidated)

Changes in assets compared to 2010

Changes in securities business receivables

Source : Asia Plus Securities Public Company Limited

70 71

â&#x20AC;˘ Investment in debt and equity securities : Investment in securities at end-2011 fell from the

same period past year by Bt1,465 million. The largest decline of Bt1,003 million occurred in trading securities. The reasons were: portfolio adjustment; the decision to hold more cash; to be consistent with the market situation; the mark-to-market rule; and recognition of profit/loss in the investment portfolio. Overall, in 2011 the company booked a profit from investments of Bt149 million in the statements of comprehensive income. At the same time, available-

Investment structure of Bt1,244 million in 2011 (consolidated)

for-sale securities declined Bt394 million as a result of impairment of investments and the sale of some securities. However, in terms of investment strategy, the company had better investment portfolio allocation in 2011, reducing the proportion of investments in local equity securities from 58% in 2010 to only 38% in 2011, increasing investments in debt securities from 38% to 52% and increasing investments in foreign equity securities from 4% to 10%. The new portfolio had lower risk and greater opportunity for profit generation.

Changes in net investment

Source : Asia Plus Securities Public Company Limited

Investment portfolio structure at end-2011

Source : Asia Plus Securities Public Company Limited

Investment portfolio structure at end-2010

Capital base ready for future growth Because of a deceleration in securities trading in

late 2011, outstanding debt concerning securities and derivatives trading decreased, resulting in a change in the capital structure. Total debt declined from 41% in 2010 to 38%, while shareholders’ equity increased to 62%. At end2011, shareholder’s equity stood at Bt3,976 million, falling from Bt4,286 million in 2010, but still sufficient for planned business expansion in the future. The changes in debt and equity are detailed as follows.

Capital structure in 2011 (consolidated)

• Debt : Total debt at end-2011 was Bt2,467 million, decreasing Bt510 million from the same period last year. Derivative liabilities declined from Bt238 million in 2010 to Bt21 million. Derivative liabilities result from premium income for derivative warrant (DW) issuance which is deferred income. At end-2011, many DWs reached maturation while the remaining value of immature DWs was thin, so derivative liabilities decreased as much as Bt216 million from late 2010. Meanwhile, decreases in other debt resulted mainly from changing business transaction volumes at the end of the year. Payables to clearing house decreased Bt112 million and accrued expenses reduced Bt134 million, while accrued corporate income tax fell Bt126 million. On the other hand, there were apparent increases in two debt items. Securities sold under repurchase agreements rose by Bt177 million to Bt198 million from normal government bond trading during the connection of the year. Likewise, a provision for long-term employee benefits was hiked by Bt66 million to Bt69 million according to a new accounting standard.

• Shareholders’ equity :

Changes in net shareholders’ equity in 2011

Despite a large dividend payment of Bt610million in 2011, shareholders’ equity at end-2011 was still as high as Bt3,976 million, falling only Bt310 million from 2010. Unappropriated retained earnings decreased Bt188 million, while the rest of the decline was in other components of owner’s equity resulting from a decrease in available-for-sale assets of Bt140 million due to investments being marked to market. 72 73

Source : Asia Plus Securities Public Company Limited

Decrease in gains from securities trading resulted in changes in the income structure ASP income structure in 2010 and 2011 Thousand Baht

â&#x20AC;˘ Income from brokerage fee from securities and derivative trading : Overall brokerage fee income in 2011 fell 1.8% to Bt1,281 million as a result of a decrease in market share to 4.83%. Nevertheless, there were two positive signs, namely an increase in brokerage fees from derivative trading to Bt80 million from Bt50 million in 2010, reflecting increasing transactions and a good start for the derivatives business, and an increase in net brokerage fees (excluding propriety trades) from 0.19% to 0.20%, compared to the industry average of 0.18%. Income in brokerage fees from securities trading

Source : Asia Plus Securities Public Company Limited

Overall, in 2011, Asia Plus Securities Public Company Limited had a net profit of Bt505 million, down from Bt752 million in 2010. Total income was Bt2,013 million, falling Bt319 million, due mainly to gains on securities and derivative trading, which dropped Bt432 million to Bt149 million as a result of severe fluctuation in share prices in 2011. Another item that decreased was brokerage fee from securities trading, which contracted by Bt24 million to Bt1,281 million. On the other hand, fees and service income and other income increased. This was in line with the companyâ&#x20AC;&#x2122;s strategy of income structure distribution, focusing on more diverse businesses in order to compensate for the risk to brokerage fee income, which tends to decrease from higher competition. However, a significant change in the income structure in 2011 was an increase in the proportion of income from brokerage fee from securities trading to 64%, from less than 60% in 2009 and 2010, as a result of the significant decrease in gains on securities trading mentioned above.

Net brokerage fees (excluding proprietary trades) of ASP

Source : Financial statements

• Fees and service income :

• Gains on securities and derivative trading :

Since 2007, fees and service income has been rising continuously along with the company’s strategy adjustment. In 2007, the income rose to Bt283 million. Underwriting income surged from 7% of total service income in 2010 to 13% in 2011. Similarly, income from the financial advisory business increased to 23% of total service income from 18% in 2010, while income from the private fund management business expanded from 19% of total service income to 23%. All these businesses should help boost growth in fees and service income continuously.

Although there was no significant difference between the SET index at the beginning of the year and the index at the year end, the difference between the high and low for 2011 was very large at 304.59 points. Given the volatile index movement, it was harder to generate gains from securities and derivative trading versus last year. Consequently, gains on securities trading plunged from Bt554 million in 2010 to Bt149 million in 2011, while gains on derivative trading fell from Bt33 million to Bt6 million. These were the main factors behind the decline in net profit.

Growth in fee income (consolidated) Million Baht

• Interest and dividend : Returns from interest and dividend have increased continuously despite severely fluctuating share prices. Interest and dividend income in 2011 grew Bt55 million to Bt177million (compared to growth of Bt25 million to Bt122 million in 2010), reflecting the health of investments held by the company.

• Interest on margin loans : Interest on margin loans increased from Bt78 million in 2010 to Bt99 million in 2011, but did not result in higher bad debt, reflecting effective management.

Structure of fee income in 2011 (consolidated)

Source : Financial statements

74 75

Continued business expansion; insignificant expense decrease Structure of expenses in 2011

In 2011, Asia Plus Securities Public Company Limited marched forward with aggressive business expansion, especially in businesses that generate fees and service income in order to boost income and profit growth in the long run. However, due to this strategy, operating expenses declined only slightly. Overall, in 2011 the company had total expenses of Bt1,265 million, decreasing Bt44 million, or 3.4%, from 2010. The structure of expenses showed no significant change from 2010; 66% of the total was employee expenses, which declined Bt86 million in 2011 as a result of market influences.

Changes in expenses in 2011 compared to 2010

In terms of cash flow, the company still had high liquidity, estimated from statements of financial position. Moreover, looking at the cash flow statement, operating cash flow in 2011 was Bt1,133 million, while cash flow from investing was Bt652 million, indicating that the company is ready for future business opportunities.

Source : Financial statements

The company is implementing a policy to diversify and balance its income streams in order to minimise the risk of counting on brokering as its main income source. This is because the brokering business is quite vulnerable to volatility in the stock market and other key factors such as the liberalisation of the negotiation commission regime; investor confidence in the stability of both Thai politics and economy; and the world economy. The company will focus on expanding its portfolio of financial instruments and services to meet all client needs such as debt instruments trading, investment consultancy; private fund management; derivative transactions; and securities borrowing and lending. In addition, the company is servicing customers interested in investing in global equity markets in various major markets. All these business activities will be key income drivers. The company is focusing on technology improvement to boost efficiency and cost control. This will reduce operational risks and financial risks, as well as investment risks to some extent, and improve its competitive position. The company has also emphasised on widening the knowledge and understanding of financial innovation of both customers and employees. Training is key to preparing staff for business expansion and new business activities. The company continues to offer knowledge to customers and investors to help them to understand the companyâ&#x20AC;&#x2122;s financial products and enhance investment returns. These factors should result in the companyâ&#x20AC;&#x2122;s continuous growth. The company is committed to remaining the industry leader offering the full range of financial services in the fast-evolving globalisation era.

The Board of Directors of Asia Plus Securities Public Company Limited is responsible for the consolidated financial statements of the Company and its subsidiaries, including financial information appearing in the 2011 Annual Report. The financial statements have been prepared in accordance with generally accepted accounting principles in Thailand with appropriate accounting policies applied on a conservative and consistent basis. Where judgment and estimates were required, these were made with careful and reasonable consideration, and adequate disclosures have been made in the notes to the consolidated financial statements. These financial statements have been audited by independent certified auditors who have given their unqualified opinions, which reflected fair and transparent financial position and operating performance that is useful information for shareholders and general investors. The Board of Directors has also adopted and maintained an appropriate and efficient system of risk management as well as internal control systems to ensure that the reliability and completeness of financial information are in place with ability to protect the Companyâ&#x20AC;&#x2122;s assets in order to prevent fraud or materially irregular operation. In this regard, the Board of Directors has appointed an Audit Committee which comprises three independent directors who are responsible for reviewing and working with internal and external auditors on the financial reports, financial statements and a quarterly and yearly basis, internal control, related transactions including compliance, as appeared in the report of the Audit Committee which is presented in this annual report. The Board of Directors believed that the company has a satisfactory level of internal control systems and internal audit and can reasonably assure that the financial reports of the company and its subsidiary as at December 31, 2011 are reliable and prepared in line with generally accepted accounting principles and relevant rules and regulations

Mr.Chali Sophonpanich Chairman

Mr.Kongkiat Opaswongkarn Chief Executive Officer

76 77

For the year ended December 31, 2011 The audit committee which has been appointed by the Board of Directors comprises independent directors qualified under requirements of the Stock Exchange of Thailand and possess knowledge and experience in finance, accounting and business management. In 2011, chairman of the audit committee was Dr.Virach Aphimeteetamrong and the other committee members were Mr.Sopon Boonyarattapunth and Mr.Satit Chanjavanakul. The audit committee performed its duties in accordance with the scope of duties and responsibilities as delegated by the Board of Directors and as set in its audit committee charter. In 2011 the committee held 8 meetings with the external auditors, the management, and the audit and compliance departments including one meeting with the external auditors in absence of the management as the following issues: 1. Reviewed the quarterly, half-year and annual financial statements and related financial reports. The committee agreed with the external auditorâ&#x20AC;&#x2122;s opinions that the financial statements present fairly, in all material aspects, the financial position and the results of operations in compliance with generally accepted accounting principles, including the accounting laws, and regulations of the SEC and the SET, and is reliable with sufficient disclosure. The committee also reviewed related party transactions for arms-length and adequate disclosure. 2. Considered and approved operation plans of the Compliance and Audit Department, and acknowledged the results of assessment of the adequacy of internal control systems and the compliance with regulatory requirements. 3. Reviewed the companyâ&#x20AC;&#x2122;s risk management. 4. Considered performance and independent of the external auditor, and the audit fee, and recommended the Board of Directors to propose to the shareholders to appoint the Ernst &Young Office Limited as the external auditors for the year 2011.

The committee is of an opinion that management observe good corporate governance, the financial statements present fairly, in all material aspects, the financial position and the results of operations in compliance with generally accepted accounting principles with sufficient disclosure on related party transactions, and the company has established adequate internal control systems and risk management and has complied with regulatory requirements concerned.

(Dr. Virach Aphimeteetamrong) Chairman of the Audit Committee 20 February 2012

78 79

To the Shareholders of Asia Plus Securities Public Company Limited I have audited the accompanying consolidated statements of financial position of Asia Plus Securities Public Company Limited and its subsidiaries as at 31 December 2011 and 2010, the related consolidated statements of comprehensive income, changes in ownersâ&#x20AC;&#x2122; equity and cash flows for the years then ended, and have also audited the separate financial statements of Asia Plus Securities Public Company Limited for the same years. These financial statements are the responsibility of the Companyâ&#x20AC;&#x2122;s management as to their correctness and the completeness of the presentation. My responsibility is to express an opinion on these financial statements based on my audits. I conducted my audits in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. I believe that my audits provide a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Asia Plus Securities Public Company Limited and its subsidiaries and of Asia Plus Securities Public Company Limited as at 31 December 2011 and 2010, the results of their operations, and cash flows for the years then ended in accordance with generally accepted accounting principles. Without qualifying my opinion on the aforementioned financial statements, I draw attention to Note 3 to the financial statements. During the current year, the Company adopted a number of revised and new accounting standards as issued by the Federation of Accounting Professions, and applied them in preparation and presentation of its financial statements.

Rungnapa Lertsuwankul Certified Public Accountant (Thailand) No. 3516 Ernst & Young Office Limited Bangkok: 22 February 2012

Statements of financial position

Asia Plus Securities Public Company Limited and its subsidiaries As at 31 December 2011 and 2010

Note

Assets Cash and cash equivalents Deposits at financial institutions Securities purchased under resale agreements Receivables from Clearing House Securities and derivatives business receivables - net Derivatives assets Investments - net Investment in subsidiaries Property, plant and equipment - net Intangible assets - net Other assets Total assets

8 9 10 11 12 13 14 15 16 17 18

Consolidated financial statements 2011 2010

(Unit: Baht) Separate financial statements 2011 2010

1,392,168,045 217,542,359 1,340,188,636 162,447,641 120,002,042 120,002,018 197,587,044 - 197,587,044 587,019,452 459,397,910 587,019,452 459,397,910 2,521,930,247 3,408,787,373 2,521,930,247 3,408,787,373 4,657,513 6,568,356 4,657,513 6,568,356 1,243,869,118 2,708,595,915 1,233,869,118 2,698,595,915 - 112,706,917 112,706,897 233,168,498 214,360,124 221,042,223 209,347,870 19,232,794 14,151,188 15,169,439 10,285,239 123,082,999 113,323,316 87,743,576 80,893,164 6,442,717,752 7,262,728,559 6,321,914,165 7,149,030,365 80 81

The accompanying notes are an integral part of the financial statements.

Statements of financial position (continued)

Asia Plus Securities Public Company Limited and its subsidiaries As at 31 December 2011 and 2010

Note

Liabilities and owners' equity Liabilities Borrowings from financial institution Securities sold under repurchase agreements Payables to Clearing House Securities and derivatives business payables Derivatives liabilities Debt issued and borrowings Provision for long-term employee benefits Provision Corporate income tax payables Accrued expenses Other liabilities Total liabilities Owners' equity Share capital Authorised share capital 2,521,945,020 ordinary shares of Baht 1 each Issued and paid-up share capital 2,105,656,044 ordinary shares of Baht 1 each Additional paid-in capital Other components of owners' equity Retained earnings Appropriated Statutory reserve Unappropriated Total owners' equity Total liabilities and owners' equity

19 20 21 22 13 19 23 24 25

Consolidated financial statements 2011 2010

(Unit: Baht) Separate financial statements 2011 2010

1,190,092 1,190,092 197,597,027 20,344,267 197,597,027 20,344,267 28,814,697 140,551,368 28,814,697 140,551,368 1,683,793,432 1,780,222,300 1,683,793,432 1,780,222,300 21,402,747 237,779,855 21,402,747 237,779,855 99,256,075 151,849,166 99,256,075 151,849,166 69,200,508 2,883,200 55,942,676 2,883,200 4,400,000 4,400,000 4,400,000 4,400,000 77,550,848 203,308,965 70,981,429 198,849,909 260,950,785 394,897,082 218,150,066 349,770,274 22,747,101 40,276,295 21,172,412 31,374,707 2,466,903,312 2,976,512,498 2,402,700,653 2,918,025,046

2,521,945,020 2,521,945,020 2,521,945,020 2,521,945,020

14.9 26

2,105,656,044 2,105,656,044 2,105,656,044 2,105,656,044 1,139,183,677 1,139,183,677 1,139,183,677 1,139,183,677 73,541,610 220,259,446 73,541,610 220,259,446 200,123,434 175,494,552 200,123,434 175,494,552 457,309,675 645,622,342 400,708,747 590,411,600 3,975,814,440 4,286,216,061 3,919,213,512 4,231,005,319 6,442,717,752 7,262,728,559 6,321,914,165 7,149,030,365

The accompanying notes are an integral part of the financial statements.

(Mr. Patchara Surajaras) Director

(Mr. Jirawat Lewprasert) Director

Statements of comprehensive income

Asia Plus Securities Public Company Limited and its subsidiaries For the years ended 31 December 2011 and 2010

Note

Revenues Brokerage fees Fees and services income Gain on securities Gain on derivatives Interest and dividend Interest on margin loans Other income Total revenues Expenses Finance costs Fee and service expenses Operating expenses Personnel expenses Premises and equipment expenses Directors' remuneration Other expenses Reversal of bad debt and doubtful accounts Impairment loss from securities Total expenses Profit before corporate income tax Corporate income tax Profit for the year

28 29

Consolidated financial statements 2011 2010

(Unit: Baht) Separate financial statements 2011 2010

1,280,529,019 1,304,369,755 1,287,619,371 1,312,966,899 282,715,400 231,378,921 51,441,139 21,546,203 149,053,630 554,340,772 149,053,630 554,340,772 6,051,356 32,863,153 6,051,356 32,863,153 177,010,401 122,360,989 205,847,026 143,191,240 99,261,905 77,506,065 99,261,905 77,506,065 18,745,621 9,301,664 17,466,191 10,840,897 2,013,367,332 2,332,121,319 1,816,740,618 2,153,255,229 44,124,568 106,955,287

17,399,347 92,976,764

44,124,568 103,493,421

17,399,347 80,571,576

837,308,166 923,203,897 717,335,729 812,674,255 157,144,500 148,039,545 135,992,081 125,983,763 6,300,000 6,945,000 4,165,000 5,185,000 107,267,735 92,727,490 89,918,415 76,668,381 (204,392) (369,894) (204,392) (369,894) 6,168,122 28,622,302 6,168,122 28,622,302 1,265,063,986 1,309,544,451 1,100,992,944 1,146,734,730 748,303,346 1,022,576,868 715,747,674 1,006,520,499 (242,987,796) (270,937,265) (223,170,023) (258,750,569) 505,315,550 751,639,603 492,577,651 747,769,930

The accompanying notes are an integral part of the financial statements.

82 83

Statements of comprehensive income (continued) Asia Plus Securities Public Company Limited and its subsidiaries For the years ended 31 December 2011 and 2010

Note

Other comprehensive income: Gain (loss) on re-measuring available-for-sale investments Total other comprehensive income for the year

14.9

Total comprehensive income for the year Earnings per share Basic earnings per share Profit for the year

Consolidated financial statements 2011 2010

(Unit: Baht) Separate financial statements 2011 2010

(146,717,836) (146,717,836)

113,747,089 113,747,089

(146,717,836) (146,717,836)

113,747,089 113,747,089

358,597,714

865,386,692

345,859,815

861,517,019

0.24

0.36

0.23

0.36

The accompanying notes are an integral part of the financial statements.

(Mr. Patchara Surajaras) Director

(Mr. Jirawat Lewprasert) Director

5 27

Note

1,139,183,677

2,105,656,044 2,105,656,044

1,139,183,677

2,105,656,044

(146,717,836) 73,541,610

220,259,446

113,747,089 220,259,446

24,628,882 200,123,434

175,494,552

37,388,497 175,494,552

(58,359,082) (610,640,253) (24,628,882) 505,315,550 457,309,675

645,622,342

(442,187,769) (37,388,497) 751,639,603 645,622,342

373,559,005

2,105,656,044

138,106,055

1,139,183,677

Issued and paid-up share capital 106,512,357

Consolidated financial statements Other components of ownersâ&#x20AC;&#x2122; equity Other comprehensive Retained earnings income Gain (loss) on re-measuring Additional avalivable-for- Appropriated paid-in sale Statutory capital investments reserve Unappropriated

The accompanying notes are an integral part of the financial statements.

Balance as at 31 December 2010 Change during the year Cumulative effect of changes in accounting policy of employee benefits Dividend paid Appropriation retained earnings Total comprehensive income for the year Balance as at 31 December 2011

Balance as at 31 December 2009 Change during the year Dividend paid Appropriation retained earnings Total comprehensive income for the year Balance as at 31 December 2010

For the years ended 31 December 2011 and 2010

Asia Plus Securities Public Company Limited and its subsidiaries

Statements of changes in ownersâ&#x20AC;&#x2122; equity

84 85

(58,359,082) (610,640,253) 358,597,714 3,975,814,440

4,286,216,061

(442,187,769) 865,386,692 4,286,216,061

3,863,017,138

Total

(Unit: Baht)

5 27

Note

2,105,656,044

Issued and paid-up share capital

The accompanying notes are an integral part of the financial statements.

Balance as at 31 December 2009 Change during the year Dividend paid Appropriation retained earnings Total comprehensive income for the year Balance as at 31 December 2010

For the years ended 31 December 2011 and 2010

1,139,183,677

Additional paid-in capital

Asia Plus Securities Public Company Limited and its subsidiaries

(146,717,836) 73,541,610

220,259,446

113,747,089 220,259,446

106,512,357

24,628,882 200,123,434

175,494,552

37,388,497 175,494,552

138,106,055

(47,011,369) (610,640,253) (24,628,882) 492,577,651 400,708,747

590,411,600

(442,187,769) (37,388,497) 747,769,930 590,411,600

322,217,936

Separate financial statements Other components of ownersâ&#x20AC;&#x2122; equity Other comprehensive Retained earnings income Gain (loss) on re-measuring avalivable-for- Appropriated sale Statutory investments reserve Unappropriated

Statements of changes in ownersâ&#x20AC;&#x2122; equity (continued)

(47,011,369) (610,640,253) 345,859,815 3,919,213,512

4,231,005,319

(442,187,769) 861,517,019 4,231,005,319

3,811,676,069

Total

(Unit: Baht)

Cash flow statements

Asia Plus Securities Public Company Limited and its subsidiaries For the years ended 31 December 2011 and 2010

Consolidated financial statements 2011 2010 Cash flows from operating activities Profit before income tax Adjustments to reconcile profit before income tax to net cash provided by (paid for) operating activities : Depreciation and amortisation Reversal of bad debt and doubtful accounts Gain from reclassification of investments Impairment loss from securities Gain from changing in fair value of derivatives assets Loss (gain) from changing in fair value of from derivatives liabilities Gain from disposal of available-for-sale securities Gain from disposal of held-to-maturity debt securities Gain from disposal of other investments Loss (gain) from changing in fair value of investment Gain on disposal of property, plant and equipment Provision for long-term employee benefits Interest and dividend income Interest on margin loans income Finance costs Profit from operating activities before changes in operating assets and liabilities Decrease (increase) in operating assets Deposits at financial institutions Securities purchased under resale agreements Receivables from Clearing House Securities and derivatives business receivables Derivatives assets Investments in trading securities Other assets

(Unit: Baht) Separate financial statements 2011 2010

748,303,346 1,022,576,868

715,747,674 1,006,520,499

35,184,516 (204,392) (13,564,070) 6,168,122 (2,491,477)

31,556,057 (204,392) (13,564,070) 6,168,122 (2,491,477)

39,101,803 (369,894) (25,507,094) 28,622,302 (3,187,429)

33,647,987 (369,894) (25,507,094) 28,622,302 (3,187,429)

49,299,692 (44,304,169) 49,299,692 (44,304,169) (129,570,688) (205,585,107) (129,570,688) (205,585,107) (382,528) (2,849,725) (382,528) (2,849,725) (481,520) (19,064) (481,520) (19,064) 12,372,400 (7,012,091) 12,372,400 (7,012,091) (2,603,108) (2,316,741) (2,427,697) (2,293,688) 7,958,226 6,048,107 (177,010,401) (122,360,989) (205,847,026) (143,191,240) (99,261,905) (77,506,065) (99,261,905) (77,506,065) 44,124,568 17,399,347 44,124,568 17,399,347 477,840,781

616,681,952

411,085,317

574,364,569

(24) (15,001,014) (197,587,044) - (197,587,044) (127,621,542) 80,176,642 (127,621,542) 80,176,642 986,323,423 (1,603,188,735) 986,323,423 (1,603,188,735) 4,402,320 (3,380,927) 4,402,320 (3,380,927) 774,835,038 (1,130,855,153) 774,835,038 (1,130,855,153) (9,318,113) (12,192,130) (6,416,925) (3,595,502)

The accompanying notes are an integral part of the financial statements.

86 87

Cash flow statements (continued)

Asia Plus Securities Public Company Limited and its subsidiaries For the years ended 31 December 2011 and 2010

Consolidated financial statements 2011 2010 Increase (decrease) in operating liabilities Borrowings from financial institution Securities sold under repurchase agreements Payables to Clearing House Securities and derivatives business payables Other derivatives liabilities Debt issued and borrowings Provision Accrued expenses Other liabilities Cash flows from (used in) operating activities Cash received from interest and dividend Cash paid for interest expenses Cash paid for corporate income tax Net cash flows from (used in) operating activities Cash flows from investing activities Cash paid for investment in subsidiary Cash received from disposal of other investments Cash received from capital reduction of available-for-sale securities Cash paid for purchase of available-for-sale securities Cash received from disposal of available-for-sale securities Cash paid for held-to-maturity securities Cash received from disposal of held-to-maturity debt securities Cash received from held-to-maturity debt securities Acquisition of property, plant and equipment and intangible assets Proceed from disposal of property, plant and equipment Dividend received from subsidiaries Dividend income from long-term investments Interest received from investment in debt securities Net cash flows from investing activities

(Unit: Baht) Separate financial statements 2011 2010

1,190,092 177,252,760 (111,736,671) (96,428,868) (265,676,800) (52,593,091) (133,946,297) (13,406,290) 1,413,529,674 135,514,617 (44,124,568) (368,745,913) 1,136,173,810

20,344,267 140,551,368 592,989,842 282,084,025 151,849,166 (20,116,800) 190,730,835 10,277,940 (699,048,722) 64,516,931 (17,399,347) (181,064,775) (832,995,913)

1,190,092 177,252,760 (111,736,671) (96,428,868) (265,676,800) (52,593,091) (131,620,208) (6,046,007) 1,359,361,794 131,659,350 (44,124,568) (351,038,503) 1,095,858,073

20,344,267 140,551,368 592,989,842 282,084,025 151,849,166 (20,116,800) 168,516,414 7,287,746 (742,973,078) 62,453,991 (17,399,347) (169,408,100) (867,326,534)

4,554,920

679,417

(20) 4,554,920

679,417

13,000 156,000 13,000 156,000 (375,335,841) (836,822,907) (375,335,841) (836,822,907) 915,204,527 1,394,494,697 915,204,527 1,394,494,697 (98,003,021) (153,700,000) (98,003,021) (143,700,000) 45,382,528 123,449,725 45,382,528 123,449,725 176,000,000 393,700,000 176,000,000 393,700,000 (65,429,776) 4,835,486 24,534,196 17,336,110 649,092,129

The accompanying notes are an integral part of the financial statements.

(31,230,126) 2,324,327 33,444,302 26,315,549 952,810,984

(52,378,595) 2,515,393 32,999,978 24,534,196 17,036,110 692,523,175

(28,964,055) 2,294,177 22,999,979 33,444,302 26,164,316 987,895,651

Cash flow statements (continued)

Asia Plus Securities Public Company Limited and its subsidiaries For the years ended 31 December 2011 and 2010

(Unit: Baht) งบการเงินเฉพาะกิจการ

งบการเงินรวม 2554 Cash flows from financing activities Dividend paid Net cash flows used in financing activities Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year (Note 8)

2553

2554

2553

(610,640,253) (442,187,769) (610,640,253) (442,187,769) (610,640,253) (442,187,769) (610,640,253) (442,187,769) 1,174,625,686 (322,372,698) 1,177,740,995 (321,618,652) 217,542,359 539,915,057 162,447,641 484,066,293 1,392,168,045 217,542,359 1,340,188,636 162,447,641 -

Supplemental cash flows information Non-cash items Purchase of equipment and intangible assets recorded as liabilities 226,815 Increase (decrease) in revaluation surplus in investments (146,717,836) Transfer of trading securities to available-for-sale securities (at cost) 215,410,930 Transfer of available-for-sale securities to held-to-maturity securities (at cost) Adjustment of reserve for long-term employee benefits with beginning balance at retained earnings 58,359,082

4,349,719 193,431 113,747,089 (146,717,836)

4,349,719 113,747,089

220,594,877

215,410,930

220,594,877

105,600,000

47,011,369

88 89

The accompanying notes are an integral part of the financial statements.

Notes to consolidated financial statements

Asia Plus Securities Public Company Limited and its subsidiaries For the years ended 31 December 2011 and 2010

1. General information 1.1 Asia Plus Securities Public Company Limited (“the Company”) is a public company incorporated and domiciled in Thailand. Its registered address is at 175, 3/1 Floor, Sathorn City Tower, South Sathorn Road, Thungmahamek, Sathorn, Bangkok. As at 31 December 2011, the Company has 19 branches (2010: 19 branches).

The Company operates its business in Thailand and undertakes securities business licenses as follows:

However, on 13 November 2008 the Ministry of Finance issued a type Kor securities business license to the Company. This licenses the Company to undertake several securities business activities, with additionally licensed business activities being as follows:

1. Mutual fund management 2. Private fund management 3. Venture capital management

The Company will be able to operate such businesses when the Office of the Securities and Exchange Commission completes an inspection of the Company’s systems and personnel as stipulated in the Ministerial Regulations on Securities Businesses B.E. 2551.

On 29 July 2009, the Securities and Exchange Commission issued a type Sor-1 derivatives business license to the Company. This licenses the Company to undertake several derivatives business activities, with additionally licensed business activities being as follows:

1. Derivatives advisor 2. Derivatives fund manager

The Company will be able to operate such businesses when the Office of the Securities and Exchange Commission completes an inspection of the Company’s systems and personnel as stipulated in the notification of the Securities and Exchange Commission.

1. 2. 3. 4. 5. 6. 7. 8.

Securities brokerage Securities trading Investment advisory Underwriting Financial advisory Securities borrowing and lending Derivatives broker Derivatives dealer

1.2 Asset Plus Fund Management Company Limited which is the Company’s subsidiary, operates its business in Thailand and undertakes securities business licenses as follows: 1. Mutual fund management 2. Private fund management 3. Limited Broker Dealer Underwriter 4. Derivatives fund manager 1.3 Asia Plus Advisory Company Limited is a subsidiary of the Company, domiciled in Thailand, and is principally engaged in the provision of financial advisory services. The Office of the Securities and Exchange Commission has permitted this company to operate as a financial advisor from 25 June 2008 to 24 June 2013. 1.4 The Annual General Meeting of the Company’s shareholders, held on 1 April 2008, passed a resolution to approve to issue and offer of up to Baht 1,000 million or the equivalent in other currencies of debentures and/or structured notes and/or other types of debentures, in order to enable the Company to engage in new business that provides income generating opportunities.

In addition, the Extraordinary General Meeting of Shareholders No. 1/2010 held on 19 November 2010 passed a resolution to approve the increase in the limit of the issuance of the Company’s debentures and/or structured notes and/or other types of debentures in order to facilitate the expansion in new business areas. The total value offered will not exceed Baht 3,000 million or equivalent in any other foreign currency, offering for sale in Thailand and/or overseas to general public and/or specific investors and/or institutional investors in accordance with the notification of the Securities and Exchange Commission all of which may be issued and offered for sale within one time or several times as the Company may deem appropriate.

As at 31 December 2011, the Company has not yet issued the approved debentures and/or structured notes and/or other types of debentures.

2. Basis for preparation 2.1 The financial statements have been prepared in accordance with accounting standards enunciated under the Accounting Professions Act B.E. 2547 and in conjunction with the Notifications of the Office of the Securities and Exchange Commission.

The presentation of the financial statements has been made in compliance with the stipulations of the Notification of the Office of the Securities and Exchange Commission relating to the format of the financial statements of securities companies No. Sor Thor/Khor/Nor. 53/2553 dated 15 December 2010.

The financial statements in Thai language are the official statutory financial statements of the Company. The financial statements in English language have been translated from such financial statements in Thai language.

The financial statements have been prepared on a historical cost basis except where otherwise disclosed in the accounting policies.

2.2 Basis of consolidation a) The consolidated financial statements include the financial statements of Asia Plus Securities Public Company Limited (“the Company”) and its subsidiaries (“the subsidiaries”) as follows:

90 91

(Unit: Percent)

Companyâ&#x20AC;&#x2122;s name Asset Plus Fund Management Co., Ltd. Asia Plus Advisory Co., Ltd.

Nature of business Fund management Financial advisory

Percentage of shares Countryof held by the Company incorporate 2011 2010 Thai 100 100 Thai

100

b) Subsidiaries are fully consolidated, being the date on which the Company obtains control, and continue to be consolidated until the date that when such control ceases c) The financial statements of the subsidiaries are prepared using the same significant accounting policies as the Company. d) Material balances and transactions between the Company and its subsidiaries have been eliminated from the consolidated financial statements. 2.3 The separate financial statements, which present investments in subsidiaries under the cost method, have been prepared solely for the benefit of the public.

3. Application of new accounting standards during the year

During the current year, the Company adopted a number of revised and new accounting standards, issued by the Federation of Accounting Professions, as listed below. Accounting standards: TAS 1 (revised 2009) TAS 2 (revised 2009) TAS 7 (revised 2009) TAS 8 (revised 2009) TAS 10 (revised 2009) TAS 11 (revised 2009) TAS 16 (revised 2009) TAS 17 (revised 2009) TAS 18 (revised 2009) TAS 19 TAS 23 (revised 2009) TAS 24 (revised 2009) TAS 26 TAS 27 (revised 2009) TAS 28 (revised 2009) TAS 29 TAS 31 (revised 2009)

Presentation of Financial Statements Inventories Statement of Cash Flows Accounting Policies, Changes in Accounting Estimates and Errors Events after the Reporting Period Construction Contracts Property, Plant and Equipment Leases Revenue Employee Benefits Borrowing Costs Related Party Disclosures Accounting and Reporting by Retirement Benefit Plans Consolidated and Separate Financial Statements Investments in Associates Financial Reporting in Hyperinflationary Economies Interests in Joint Ventures

TAS 33 (revised 2009) TAS 34 (revised 2009) TAS 36 (revised 2009) TAS 37 (revised 2009) TAS 38 (revised 2009) TAS 40 (revised 2009)

Earnings per Share Interim Financial Reporting Impairment of Assets Provisions, Contingent Liabilities and Contingent Assets Intangible Assets Investment Property

Financial reporting standards: TFRS 2 Share-Based Payment TFRS 3 (revised 2009) Business Combinations TFRS 5 (revised 2009) Non-current Assets Held for Sale and Discontinued Operations TFRS 6 Exploration for and Evaluation of Mineral Resources Financial Reporting Standards Interpretations: TFRIC 15 Agreements for the Construction of Real Estate Accounting Standing Interpretations: SIC 31 Revenue-Barter Transactions Involving Advertising Services

These accounting standards do not have any significant impact on the financial statements, except for the following accounting standard.

TAS 19 Employee Benefits

This accounting standard requires employee benefits to be recognised as expense in the period in which the service is performed by the employee. In particular, an entity has to evaluate and make a provision for post-employment benefits using actuarial techniques. The Company and its subsidiaries previously accounted for such employee benefits when they were incurred.

The Company and its subsidiaries have changed this accounting policy in the current year and recognise the liability in the transition period through an adjustment to the beginning balance of retained earnings in the current year. The change has the effect of decreasing profit of the Company and its subsidiaries for the year 2011 by Baht 8 million (0.004 Baht per share). (The Company only: decreasing profit by Baht 6 million (0.003 Baht per share)). The cumulative effect of the changes in the accounting policy has been presented in Note 5.

4. New accounting standards issued during the years not yet effective

The Federation of Accounting Professions issued the following new/revised accounting standards that are effective for fiscal years beginning on or after 1 January 2013.

92 93

Accounting standards: TAS 12 TAS 20 (revised 2009) TAS 21 (revised 2009)

Income Taxes Accounting for Government Grants and Disclosure of Government Assistance The Effects of Changes in Foreign Exchange Rates

Accounting standards Interpretation: SIC 10 Government Assistance - No Specific Relation to Operating Activities SIC 21 Income Taxes - Recovery of Revalued Non-Depreciable Assets SIC 25 Income Taxes - Changes in the Tax Status of an Entity or its Shareholders

The Companyâ&#x20AC;&#x2122;s management believes that these accounting standards will not have any significant impact on the financial statements for the year when they are initially applied, except for the following accounting standard.

TAS 12 Income Taxes

This accounting standard requires an entity to identify temporary differences, which are differences between the carrying amount of an asset or liability in the accounting records and its tax base, and to recognize deferred tax assets and liabilities under the stipulated guidelines.

At present, the management is evaluating the impact on the financial statements in the year when this standard is adopted.

5. Cumulative effect of changes in accounting policy due to the adoption of new accounting standards

During the current year, the Company and its subsidiaries made the changes to its significant accounting policy described in Note 3, as a result of the adoption of revised and new accounting standards. The cumulative effect of the changes in the accounting policies has been separately presented in the statements of changes in ownersâ&#x20AC;&#x2122; equity.

The cumulative effect of the changes in accounting policy due to the adoption of new accounting standards decrease the beginning balance of consolidated retained earnings for 2011 amounting to Baht 58 million (The Company only: Baht 47 million).

The amounts of adjustments affecting the statements of financial position as at 31 December 2011 and the statements of comprehensive income for the year ended 31 December 2011 are summarised below. (Unit: Thousand Baht)

As at 31 December 2011 Consolidated financial Separate financial statements statements Statements of financial position Increase in reserve for long-term employee benefits Decrease in unappropriated retained earnings

66,317 66,317

53,059 53,059

(Unit: Thousand Baht)

For the year ended 31 December 2011 Consolidated financial Separate financial statements statements Statements of comprehensive income Increase in personnel expenses Decrease in basic earnings per share

7,958 0.004

6,048 0.003

6. Significant accounting policies 6.1 Revenue and expense recognition (a) Brokerage fees Brokerage fees on securities and derivatives trading are recognised as income on the transaction dates. (b) Fees and services income Service income is recognised on the basis of percentage of completion, which is measured based on service performed to date as a percentage of total service to be performed. Revenue is recognised when it is probable that the amount will be collected.

Management fees and registrar fees are calculated as a percentage of the net assets of the funds managed by the Company and subsidiary and recognised as income when services have been rendered.

(c) Interest on margin loans Interest income is recognised as interest accrues based on the effective rate method. Except there is uncertainty as to the collectability of loans and interest, the Company ceases accrual.

The following cases are considered as uncertainty of collectability of loans and interest.

(1) (2) (3) (4) (5)

These conditions are based on the guidelines stipulated by the Office of the Securities and Exchange Commission.

Loans are not fully covered with collateral. Installment loans with repayments scheduled no more than 3 months for each installment, which principal or interest is overdue more than 3 months. Installment loans with repayments scheduled no less than 3 months for each installment, unless there is a clear evidence and high degree of certainty that full repayment is recovered. Problem financial institution debtors. Other receivables of which interest payment is overdue 3 months or more.

(d) Gain (loss) on securities trading Gain (loss) on trading in securities is recognised as income or expense on the transaction dates. (e) Gain (loss) on derivatives trading Gain (loss) on trading in derivatives is recognised as income or expense on the transaction dates.

94 95

(f) Interest and dividend on investments Interest on investments is recognised as interest accrued based on the effective rate method. Dividend from investments is recognised when the right to receive the dividends is established. (g) Expenses Fee and service expenses and operating expenses are recognised on an accrual basis. 6.2 Interest on borrowings Interest on borrowings is charged to income on an accrual basis. 6.3 Cash and cash equivalents Cash and cash equivalents consist of cash on hand, all bank deposit accounts with an original maturity less than 3 months and not subject to withdrawal restrictions, promissory notes at call and term notes with an original maturity less than 3 months and exclude deposits used as collateral. 6.4 Deposits at financial institutions Deposits at financial institutions include fixed deposits, bills of exchange and promissory notes issue by financial institutions with a maturity of more than 3 months or with a maturity of 3 months or less, but the Company and the subsidiaries intend to maintain these investments in the same form, and deposit subject to restriction. 6.5 Recognition and amortisation of customers assets Cash received from customers of cash accounts, credit balance accounts and derivatives trading are recorded as assets and liabilities of the Company for the internal control purposes. As at the end of the reporting period, the Company excludes these amounts from both assets and liabilities and presents only the assets which belong to the Company. 6.6 Securities borrowing and lending The Company records its obligations to return borrowed securities which it has been sold as short selling or lent as “Securities borrowing and lending payables” in the statements of financial position. At the end of the year, the balance of securities borrowing payables are adjusted by the latest offer price quoted on the Stock Exchange of Thailand on the last working day of the year. Gains or losses arising from such adjustment are included in determining income. Securities lent to customers are recorded as “Securities borrowing and lending receivables” in the statements of financial position. Cash paid or received as collateral for securities borrowing and lending is recorded as “Collateral receivables” or “Collateral payables”. Fees on securities borrowing and lending are recognised on an accrual basis over the term of lending. 6.7 Investments a) Investments in securities held for trading are stated at fair value. Changes in the fair value of these securities are recorded in profit or loss. b) Investments in available-for-sale securities are stated at fair value. Changes in the fair value of these securities are recorded as a separate item in owners’ equity, and will be recorded in profit or loss when the securities are sold. c) Investments in debt securities, both due within one year and expected to be held to maturity, are recorded at amortised cost. The premium/discount on debt securities is amortised/accreted by the effective rate method with the amortised/accreted amount presented as an adjustment to the interest income.

d) Investments in non-marketable equity securities, which the Company classifies as other investments, are stated at cost net of allowance for loss on impairment (if any). e) Investments in subsidiaries are accounted for in the separate financial statements using the cost method.

The fair value of marketable securities is based on the latest bid price of the last working day of the year. The fair value of debt instruments is determined based on yield rates quoted by the Thai Bond Market Association. The fair value of unit trusts is determined from their net asset value.

Loss on impairment (if any) of investments in available-for-sale securities, debt securities expected to be held to maturities, other investments and investments in subsidiaries are included in profit or loss.

The weighted average method is used for computation of the cost of investments.

In the event the Company and its subsidiaries reclassify investments from one type to another, such investments will be readjusted to their fair value as at the reclassification date. The difference between the carrying amount of the investments and the fair value on the date of reclassification are recorded in profit or loss or recorded as surplus (deficit) from changes in the value of investments in ownersâ&#x20AC;&#x2122; equity, depending on the type of investment that is reclassified.

On disposal of an investment, the difference between net disposal proceeds and the carrying amount of the investment is recognised in profit or loss.

6.8 Receivables from Clearing House Receivables from Clearing House comprises the net receivable from Thailand Clearing House (TCH) for settlement of equity securities trades made through the Stock Exchange of Thailand, net receivables from TCH from derivatives trades, including cash collateral pledged with TCH for derivatives trade, and net receivable from foreign securities trade settlement with the overseas brokers. 6.9 Securities and derivatives business receivables and allowance for doubtful accounts Securities and derivatives business receivables are the net balances of securities business receivables and derivatives business receivables after deducting allowance for doubtful accounts.

In addition, securities business receivables include the net receivable balance of cash accounts, credit balance accounts, securities borrowings receivables, collateral receivables (which comprise cash placed as security with securities lenders) and securities sold under repurchase agreements receivables and other receivables such as overdue cash accounts and securities receivables which are the subject of legal proceedings, are undergoing restructuring or are being settled in installments.

The Company has provided an allowance for doubtful accounts based on a review of debtorsâ&#x20AC;&#x2122; repayment capability, taking into consideration the risk of recovery and the value of collateral. An allowance will be set aside for doubtful debts that their collateral are not fully covered and/or debtors can not be recovered in full. Such debt classifications and provisions are made in accordance with the following criteria:

96 97

a) Debt classified as bad debt is defined as follows: (1) Debts which the Company has made effort to follow up, but could not collect the repayment. The Company has written them off in accordance with tax law. (2) Debts which the Company has forgiven them. b) Doubtful debt is defined as the uncollateralised portion of the debt which meets the following criteria: (1) Debtors in general, problem financial institution loans, and other debtors which the collateral value is less than the debts. (2) Installment loans with repayments scheduled no more than 3 months for each installment, which the principal or interest is overdue more than 3 months. (3) Installment loans with repayments scheduled no less than 3 months for each installment, unless there is a clear evidence and high degree of certainty that the full payment is recovered. c) Substandard debt is defined as the collateralised portion of loans which meet the criteria in b).

Loans classified as bad debt will be written off when identified. Full provision of the loan balance will be set aside for loans classified as doubtful. These conditions are complied with the guidelines stipulated by the Office of the Securities and Exchange Commission.

6.10 Property, plant and equipment and depreciation Land is stated at cost. Building and equipment are stated at cost less accumulated depreciation and allowance for loss on impairment of assets (if any).

Depreciation of building and equipment are calculated by reference to their cost on a straight-line basis over the following estimated useful lives: Condominium unit Building Furniture, fixtures and office equipment Motor vehicles

30 20 3 and 5 5

Years Years Years Years

Depreciation is included in determining income. No depreciation provided on land and assets under installation. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on disposal of an asset is included in profit or loss when the asset is derecognised.

6.11 Intangible assets and amortisation Intangible assets are stated at cost less accumulated amortisation and allowance for loss on impairment of assets (if any). Intangible assets with finite lives are amortised on a systematic basis over the economic useful life and tested for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method of such intangible assets are reviewed at least at each financial year end. The amortisation expense is charged to profit or loss.

A summary of the intangible assets with finite useful lives is as follows. Golf membership Software Securities business license fee Underwriting Mutual fund management Private fund management Futures Exchange membership fee

10 5

Years Years

5 5 5 5

Years Years Years Years

6.12 Impairment of assets At the end of each reporting period, the Company and its subsidiaries perform impairment reviews in respect of the property, plant and equipment and other intangible assets whenever events or changes in circumstances indicate that an asset may be impaired. An impairment loss is recognised when the recoverable amount of an asset, which is the higher of the assetâ&#x20AC;&#x2122;s fair value less costs to sell and its value in use, is less than the carrying amount. An impairment loss is recognised in profit or loss. 6.13 Securities purchased under resale agreements/Securities sold under repurchase agreements The Company enters into purchase of securities under agreements to resale securities at certain dates in the future at a fixed price. Securities purchased under resale agreements presented as assets in the statements of financial position are stated at amounts paid for the purchase of those securities.

The difference between the purchase and sale considerations is recognised on an accrual basis over the period of the transaction and is included in interest income.

The Company enters into sales of securities under agreements to repurchase securities at certain dates in the future at a fixed price. Securities sold under repurchase agreements presented as liabilities in the statements of financial position are stated at amounts received from the sale of those securities.

The difference between the sale and purchase considerations is recognised on an accrual basis over the period of the transaction and is included in expenses on borrowings.

6.14 Payables to Clearing House Payables to Clearing House comprises the net payable to Thailand Clearing House (TCH) for settlement of equity securities trades made through the Stock Exchange of Thailand, net payable for derivatives trade, and net payable to foreign securities trade settlement with overseas brokers. 6.15 Securities and derivatives business payables Securities and derivatives business payables are the obligations of the Company in respect of its securities and derivatives business with outside parties, such as the net payable balances of cash accounts, securities delivery obligations as a result of short sales or securities borrowing, and obligations to return assets held by the Company as collateral for securities lending.

98 99

6.16 Long-term leases Operating lease payments are recognised as an expense in profit or loss on a straight line basis over the lease term 6.17 Related party transactions Related parties comprise enterprises and individuals that control, or are controlled by, the Company, whether directly or indirectly, or which are under common control with the Company. They also include associated companies and individuals which directly or indirectly own a voting interest in the Company that gives them significant influence over the Company, key management personnel, directors and officers with authority in the planning and direction of the Company’s operations. 6.18 Provisions Provisions are recognised when the Company has a present obligation as a result of a past event. It is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. 6.19 Foreign currency Transactions in foreign currency are translated into Baht at the exchange rate ruling at the date of transaction. Monetary assets and liabilities dominated in foreign currencies are translated into Baht at the exchange rate ruling at the end of the reporting period.

Exchange gains and losses are included in determining income.

6.20 Financial derivatives

Futures contracts Obligation under derivatives business which the Company enters into both for trading and available-for-sale purpose is regarded as the Company’s commitments. Amounts pledged as security for derivatives trading are recorded as receivable at TCH. Gains (losses) from changes in the fair value of derivatives for trading are included in profit or loss. Changes in the carrying amounts of fair value of available-for-sale derivatives are recorded as a separate items in owners’ equity until derivatives are disposed, when the changes are then included in determining income. The fair value of derivatives is based on the daily settlement price quoted by Thailand Futures Exchange Public Company Limited. Option contracts The Company recorded the premium paid (long position) and the premium received (short position) under options contracts as at trade date as derivative assets and derivative liabilities, respectively. Gains or losses from changes in the value of the premium under option contracts are included in profit or loss. Fair value is determined based on the daily settlement price quoted by Thailand Futures Exchange Public Company Limited.

Forward contracts Forward contracts are recorded as the Company’s commitments. As at the end of the reporting period, the outstanding forward contracts are valued at fair value and the changes in fair value are recorded in profit or loss.

Derivative warrants Derivative warrants are recorded as liabilities items and the changes in fair value are recorded in profit or loss. The fair value of derivative warrants is based on the latest offer price of the last working day of the year as quoted on the Stock Exchange of Thailand.

6.21 Employee benefits Short-term employee benefits Salaries, wages, bonuses and contributions to the social security fund are recognised as expenses when incurred. Post-employment benefits Defined contribution plans The Company, subsidiaries and its employees have jointly established a provident fund. The fund is monthly contributed by employees and by the Company and its subsidiaries. The fundâ&#x20AC;&#x2122;s assets are held in a separate trust fund and the Company and its subsidiariesâ&#x20AC;&#x2122; contributions are recognised as expenses when incurred.

Defined benefit plans The Company and its subsidiaries have obligations in respect of the severance payments it must make to employees upon retirement under labor law. The Company and its subsidiaries treat these severance payment obligations as a defined benefit plan.

The obligation under the defined benefit plan is determined by a professionally qualified independent actuary, based on acturial techniques, using the projected unit credit method.

For the first-time adoption of TAS 19 Employee Benefits, the Company and its subsidiaries elected to recognise the transitional liability, which exceeds the liability that would have been recognised at the same date under the previous accounting policy, through an adjustment to the beginning balance of retained earnings in the current year.

6.22 Income tax Income tax of the Company and its subsidiaries is provided in the accounts at the amount expected to be paid to taxation authorities, based on taxable profits determined in accordance with tax legislation.

In 2010, income tax of the Company have been calculated at the rate of 25 percent of the taxable profit not exceeding Baht 300 million and 30 percent for the taxable profit exceeding Baht 300 million. The tax rate applied is in compliance with the provisions of Royal Decree (475) B.E. 2551 dated 29 July 2008, issued under the Revenue Code, regarding the reduction of income tax rates.

In the year 2011, the income tax of the Company has been calculated at the rate of 30 percent on income before tax after adding back certain provisions and expenses which are not deductible for tax computation purposes.

The income tax of the subsidiaries have been calculated at the rate of 30 percent on income before tax after adding back certain provisions and expenses which are not deductible for tax computation purposes.

7. Significant accounting judgments and estimates

The preparation of financial statements in conformity with generally accepted accounting principles at times requires management to make subjective judgments and estimates regarding matters that are inherently uncertain. These judgments and estimates affect amounts and disclosures; and actual results could differ from these estimates. Significant judgments and estimates are as follows:

Recognition and derecognition of assets and liabilities In considering whether to recognise or to derecognise assets or liabilities, the management is required to make judgment on whether significant risk and rewards of those assets or liabilities have been transferred, based on their best knowledge of the current events and arrangements.

100 101

Impairment of investments The Company and its subsidiary treat available-for-sale equity investments, held-to-maturity debt securities and nonmarketable equity investments as impaired when there has been a significant or prolonged decline in the fair value below their cost or where other objective evidence of impairment exists. The determination of what is “significant” or “prolonged” requires judgment of the management.

Allowance for doubtful accounts for securities business receivables Allowance for doubtful accounts for securities business receivables are intended to adjust the values of loans and receivables for probable credit losses. The management uses judgment to establish reserves for estimated losses for each outstanding loan and receivable by taking into account collection risk and the value of the security used as collateral. However, the use of different estimates and assumptions could affect the amounts of allowances for doubtful accounts and adjustments to the allowances may therefore be required in the future.

Property plant and equipment/Depreciation In determining depreciation of plant and equipment, the management is required to make estimates of the useful lives and residual values of the Company and its subsidiaries’ plant and equipment and to review estimate residual lives and salvage values when there are any changes.

In addition, the management is required to review property, plant and equipment for impairment on a periodical basis and record impairment losses in the period when it is determined that their recoverable amount is lower than the carrying amount. This requires judgments regarding forecast of future revenues and expenses relating to the assets subject to the review.

Intangible assets The initial recognition and measurement of intangible assets, and subsequent impairment testing, require management to make estimates of cash flows to be generated by the asset or the cash generating units and to choose a suitable discount rate in order to calculate the present value of those cash flows.

Leases In determining whether a lease is to be classified as an operating lease or finance lease, the management is required to use judgment regarding whether significant risk and rewards of ownership of the leased asset has been transferred, taking into consideration terms and conditions of the arrangement.

Post employee benefits under defined benefit plans The obligation under the defined benefit plan is determined based on actuarial techniques. Such determination is made based on various assumptions, including discount rate, future salary increase rate, mortality rate and staff turnover rate.

Fair value of financial instruments In determining the fair value of financial instruments that are not actively traded and for which quoted market prices are not readily available, the management exercise judgment, using a variety of valuation techniques and models. The input to these models is taken from observable markets, and includes consideration of liquidity, correlation and long-term volatility of financial instruments.

Litigation The Company has contingent liabilities as a result of litigation. The Company’s management has exercised judgment to assess the potential results of the litigation, and the estimated contingent liabilities are recorded provision as at the end of the reporting period. However, the actual results may differ from the estimates.

8. Cash and cash equivalents Consolidated financial statements 2011 2010 Cash on hand, short-term deposits and notes receivables with maturity less than three months Less: Deposits and notes receivables of customersâ&#x20AC;&#x2122; account Total

Separate financial statements 2011 2010

4,064,436

2,880,540

4,012,457

2,825,446

(2,672,268) 1,392,168

(2,662,998) 217,542

(2,672,268) 1,340,189

(2,662,998) 162,448

9. Deposits at financial institutions Consolidated financial statements 2011 2010 Notes receivables with maturity within three months but intends to continue holding in the same form Notes receivables with maturity over three months but within one year Total

(Unit: Thousand Baht)

Separate financial statements 2011 2010

70,001 50,001

120,001 1

120,002

10. Securities purchased under resale agreements

Government securities Total

11. Receivables from Clearing House

Receivables from Clearing House Receivables from overseas securities companies Less: Receivables from Clearing House for customersâ&#x20AC;&#x2122; account Receivables from Clearing House - net

(Unit: Thousand Baht)

Consolidated and Separate financial statements 2011 2010 197,587 197,587

(Unit: Thousand Baht)

Consolidated and Separate financial statements 2011 2010 589,388 486,103 22,628 (24,997) (26,705) 587,019 459,398

102 103

12. Securities and derivatives business receivables

(Unit: Thousand Baht)

Consolidated and Separate financial statements 2011 2010 Securities business receivables Cash accounts Credit balance accounts Collateral receivables Securities borrowing and lending receivables Other receivables Total securities business receivables Less: Allowance for doubtful accounts Securities business receivables - net Derivatives business receivables Derivatives business receivables Securities and derivatives business receivables - net

1,267,336 1,252,224 37,167 2,556,727 (35,674) 2,521,053

1,434,772 1,944,297 14,256 12,780 36,916 3,443,021 (36,323) 3,406,698

877 2,521,930

2,089 3,408,787

12.1 As at 31 December 2011, the Company has customer accounts overdue approximately Baht 36 million (2010: Baht 37 million). 12.2 The Company has classified securities business receivables in accordance with the Notification of the Office of the Securities and Exchange Commission governing accounting for doubtful debts of securities companies. As at 31 December 2011 and 2010, securities business receivables are classified as follows: (Unit: Million Baht)

Consolidated and Separate financial statements 2011 2010

Securities business receivables

Normal debts Substandard debts Doubtful debts Total

2,520 1 36 2,557

Net securities business Allowance for receivables doubtful after accounts allowance set up by the for doubtful Company accounts

(36) (36)

2,520 1 2,521

Securities business receivables

3,406 1 36 3,443

Net securities business Allowance for receivables doubtful after accounts allowance set up by the for doubtful Company accounts

(36) (36)

3,406 1 3,407

12.3 Allowance for doubtful accounts

(Unit: Thousand Baht)

Consolidated and Separate financial statements 2011 2010 36,323 53,858 (204) (370) (445) (17,165) 35,674 36,323

Balance - beginning of the year Less: Reversal of allowance for doubtful accounts Bad debt written-off Balance - end of the year

13. Derivatives assets/liabilities Type of derivatives

(Unit: Thousand Baht)

Consolidated and Separate financial statements Fair value as at 31 December 2011 2010 Assets Liabilities Assets Liabilities

For trading Derivative warrants* For hedging Forward contracts** Total *

15,235

4,402

237,162

4,658 4,658

6,168 21,403

2,166 6,568

618 237,780

Derivative warrants Assets As at 31 December 2010 derivative warrants had notional amount totally Baht 3 million which was calculated from exercise price multiplied by number of potential shares that may be exercised. However, settlement method of the above derivative warrants is cash settlement between closing price and exercise price of underlying assets at the last trading date. Liabilities As at 31 December 2011 derivative warrants had notional amount totally Baht 118 million (2010: Baht 1,082 million) which was calculated from exercise price multiplied by number of potential shares that may be exercised. However, settlement method of the above derivative warrants is cash settlement between closing price and exercise price of underlying assets at the last trading date. The Companyâ&#x20AC;&#x2122;s issuance of derivative warrants exposes to the risk of changes in values of underlying securities. The Company manages the risk by using a computer model to monitor the volatility of the price of the underlying securities to help determine its trading strategy. In addition, the Company is exposed to liquidity risk when it wishes to trade the underlying securities. However, the Company manages the risk by selecting the underlying securities that have sufficiently high liquidity. Notional amount of forward contracts are specified in Note 35.

104 105

14. Investments 14.1 Cost and fair value

(Unit: Thousand Baht) Consolidated financial statements 2011 Cost/ Cost amortised

Trading securities Equity securities Listed securities - local Listed securities - overseas Add: Changes in fair value of securities Equity securities - net Debt securities Private sector debt securities Debt securities - net Total trading securities - net Available-for-sale securities Equity securities Listed securities Unit trusts Add: Changes in fair value of securities Less: Allowance for loss on impairment Equity securities - net Debt securities Government securities Private sector debt securities Overseas debt securities Add (less): Changes in fair value of securities Total debt securities - net Total available-for-sale securities - net Held-to-maturity debt securities Government securities Private sector debt securities Add (less): Premium (discount) on debt securities Total held-to-maturity debt securities Other investments Equity securities Less: Allowance for loss on impairment Other investments - net Total investments - net

2010 Cost/ Cost amortised

Fair value

331,933 149,815 2,881 484,629

321,069 163,560 484,629

1,390,224 112,893 15,253 1,518,370

1,402,829 115,541 1,518,370

51,467 51,467 536,096

20,344 20,344 1,538,714

146,450 69,452 70,373 (10,566) 275,709

200,575 75,134 275,709

264,899 170,512 221,803 (28,622) 628,592

466,747 161,845 628,592

100,673 5,000 120,814 3,168 229,655 505,364

100,722 4,983 123,950 229,655 505,364

123,335 87,000 64,488 (4,372) 270,451 899,043

121,862 86,692 61,897 270,451 899,043

193,700

195,727

117,267 138,700

117,521 140,884

(810) 192,890

195,727

1,279 257,246

258,405

10,028 (509) 9,519 1,243,869

14,102 (509) 13,593 2,708,596

(Unit: Thousand Baht) Separate financial statements 2011 Cost/ Cost amortised Trading securities Equity securities Listed securities - local Listed securities - overseas Add: Changes in fair value of securities Equity securities - net Debt securities Private sector debt securities Debt securities - net Total trading securities - net Available-for-sale securities Equity securities Listed securities Unit trusts Add: Changes in fair value of securities Less: Allowance for loss on impairment Equity securities - net Debt securities Government securities Private sector debt securities Overseas debt securities Add (less): Changes in fair value of securities Total debt securities - net Total available-for-sale securities - net Held-to-maturity debt securities Government securities Private sector debt securities Add (less): Premium (discount) on debt securities Total held-to-maturity debt securities Other investments Equity securities Less: Allowance for loss on impairment Other investments - net Total investments - net

2010 Fair value

Cost/ Cost amortised

Fair value

331,933 149,815 2,881 484,629

321,069 163,560 484,629

1,390,224 112,893 15,253 1,518,370

1,402,829 115,541 1,518,370

51,467 51,467 536,096

20,344 20,344 1,538,714

146,450 69,452 70,373 (10,566) 275,709

200,575 75,134 275,709

264,899 170,512 221,803 (28,622) 628,592

466,747 161,845 628,592

100,673 5,000 120,814 3,168 229,655 505,364

100,722 4,983 123,950 229,655 505,364

123,335 87,000 64,488 (4,372) 270,451 899,043

121,862 86,692 61,897 270,451 899,043

183,700

185,272

117,267 128,700

117,521 130,884

(810) 182,890

185,272

1,279 247,246

248,405

10,028 (509) 9,519 1,233,869

14,102 (509) 13,593 2,698,596

106 107

14.2 Fair value of investments in debt securities which have commitments are as follows:

(Unit: Thousand Baht)

Consolidated and Separate financial statements 2011 2010 Securities sold under repurchase agreements Trading securities Collateralised investments Held-to-maturity debt securities Available-for-sale securities Securities borrowed but has yet to be transferred Total

203,933

20,344

6,299 20,273 230,505

117,521 137,865

14.3 As at 31 December 2011 and 2010, the Companyâ&#x20AC;&#x2122;s debt securities (book value) can be classified by the remaining period to maturities as follows:

(Unit: Thousand Baht)

Consolidated financial statements As at 31 December 2011 Period to maturity 5 No maturity 1 - 5 years Exceed years

Within 1 year Trading securities Private sector debt securities Available-for-sale securities Government securities Private sector debt securities Held-to-maturity debt securities Private sector debt securities Total

Total

51,467

100,722 -

4,983

123,950

100,722 128,933

99,190 99,190

93,700 194,422

56,450

123,950

192,890 474,012

(Unit: Thousand Baht)

Separate financial statements As at 31 December 2011 Period to maturity 5 No maturity 1 - 5 years Exceed years

Total

51,467

100,722 -

4,983

123,950

100,722 128,933

99,190 99,190

83,700 184,422

56,450

123,950

182,890 464,012

(Unit: Thousand Baht)

Consolidated financial statements As at 31 December 2010 Period to maturity 5 No maturity 1 - 5 years Exceed years

Total

20,344

121,862 42,579

44,113

61,897

121,862 148,589

118,035 118,035

139,211 323,996

44,113

61,897

118,035 139,211 548,041

108 109

(Unit: Thousand Baht)

Separate financial statements As at 31 December 2010 Period to maturity 5 No maturity 1 - 5 years Exceed years

Total

20,344

121,862 42,579

44,113

61,897

121,862 148,589

118,035 118,035

129,211 313,996

44,113

61,897

118,035 129,211 538,041

14.4 During the year 2011, the Company sold the investment in held-to-maturity debt securities which has book value of Baht 45 million (2010: Baht 120 million). The Company realised gain from selling of such investment amounting to Baht 0.4 million in profit or loss (2010: Baht 3 million). 14.5 As at 31 December 2011 and 2010, the Company has significant investments which the Company set up impairment as detailed below. (Unit: Thousand Baht)

Strategic Global Opportunities Fund Asset Plus BRIC Fund Total

Consolidated and Separate financial statements Allowance for Cost Net book value impairment 2011 2010 2011 2010 2011 2010 - 100,000 - (24,224) 75,776 26,735 26,735 (10,566) (4,398) 16,169 22,337 26,735 126,735 (10,566) (28,622) 16,169 98,113

During the year 2011 and 2010, the Company has impairment loss from securities as detailed below:

(Unit: Thousand Baht)

Impairment loss from equity securities

Consolidated and Separate financial statements 2011 2010 6,168 28,622

14.6 As at 31 December 2011, the Company has investments of USD 3.4 million in debt securities, type perpetual of four foreign banks, which have been classified as available-for-sale securities and are presented at fair value of USD 3.5 million. The nearest callable date on December 2015, January and June 2017. The interest rate is determined at a fix rate. The Company utilizes forward contracts with two banks to hedge the exposure to foreign currency risk from these investments. 14.7 As at 31 December 2011, the Company has investments in notes, which have been classified as available-for-sale investments and are presented at fair value of HKD 3.7 million. Such notes were issued by a foreign financial institution and mature on 20 January 2012, and linking the interest to be received and the principal to be received at the maturity date to the stock price of a company listed in the overseas stock market. In January 2012, the Company received the principal totaling HKD 3.7 million. 14.8 As at 31 December 2011 and 2010, investments held by the Company exceeding 10 percent of the issued share capital of the investee are as follows:

(Unit: Thousand Baht)

2011 Companyâ&#x20AC;&#x2122;s name

Type of business Cost

2010

Percentage Net of investment shareholding (Percent)

Cost

Percentage Net of investment shareholding (Percent)

Ordinary shares Bangkok SMBC Consulting Co., Ltd. Venture capital

500

10.00

500

14.9 Unrealised gains (loss) on re-measuring available-for-sale investments

Balance - beginning of the year Changes during the year due to Revaluation Reclassification of investments Amortisation Sale Balance - end of the year

500

10.00

(Unit: Thousand Baht)

Consolidated and Separate financial statements 2011 2010 220,259 106,512 (5,864) (768) (140,085) 73,542

134,624 2,594 (2,483) (20,988) 220,259

110 111

15. Investment in subsidiaries Companyâ&#x20AC;&#x2122;s name

Type of investments

Asset Plus Fund Management Co., Ltd.

Ordinary shares

Asia Plus Advisory Co., Ltd. Total

Ordinary shares

(Unit: Million Baht) Separate financial statements Carrying amount Dividend received based on cost for the years ended Paid-up 31 December method share capital Voting rights 2011 2010 2011 2010 2011 2010 2011 2010 (Percent) (Percent) 100 100 100 100 97.7 97.7 33.0 3.0 15

100

15.0 112.7

16. Property, plant and equipment

15.0 112.7

33.0

20.0 23.0

(Unit: Thousand Baht) Consolidated financial statements

Land At cost: 1 January 2010 52,298 Acquisition Disposal Write-off 31 December 2010 52,298 Acquisition Disposal Write-off 31 December 2011 52,298 Accumulated depreciation: 1 January 2010 Depreciation charged for the year Disposal Write-off 31 December 2010 Depreciation charged for the year Disposal Write-off 31 December 2011 Net book value: 31 December 2010 52,298 31 December 2011 52,298 Depreciation included in profit or loss for the years: 2010 2011

Building

Furniture & fixtures

Office equipment

Motor vehicles

Total

258,869 258,869 258,869

175,023 6,485 (147) 181,361 19,683 (1,084) (2,996) 196,964

373,158 13,672 (5,278) (1,438) 380,114 26,502 (14,745) (702) 391,169

56,292 11,774 (5,398) 62,668 4,300 (13,744) 53,224

915,640 31,931 (10,823) (1,438) 935,310 50,485 (29,573) (3,698) 952,524

136,300 8,805 145,105 8,805 153,910

170,090 2,681 (147) 172,624 4,049 (1,073) (2,899) 172,701

348,518 12,465 (5,271) (1,436) 354,276 12,061 (14,668) (702) 350,967

46,035 8,308 (5,398) 48,945 4,433 (11,600) 41,778

700,943 32,259 (10,816) (1,436) 720,950 29,348 (27,341) (3,601) 719,356

113,764 104,959

8,737 24,263

25,838 40,202

13,723 11,446

214,360 233,168 32,259 29,348

(Unit: Thousand Baht)

Separate financial statements Land At cost: 1 January 2010 52,298 Acquisition Disposal Write-off 31 December 2010 52,298 Acquisition Disposal Write-off 31 December 2011 52,298 Accumulated depreciation: 1 January 2010 Depreciation charged for the year Disposal Write-off 31 December 2010 Depreciation charged for the year Disposal Write-off 31 December 2011 Net book value: 31 December 2010 52,298 31 December 2011 52,298 Depreciation included in profit or loss for the years: 2010 2011

Building

Furniture & fixtures

Office equipment

Motor vehicles

Total

258,869 258,869 258,869

155,893 5,877 (147) 161,623 9,920 (1,084) (2,996) 167,463

362,260 12,892 (4,825) (1,364) 368,963 24,753 (14,745) (702) 378,269

39,351 11,774 (5,398) 45,727 4,300 (9,890) 40,137

868,671 30,543 (10,370) (1,364) 887,480 38,973 (25,719) (3,698) 897,036

136,300 8,805 145,105 8,805 153,910

151,415 2,459 (147) 153,727 3,137 (1,073) (2,899) 152,892

338,833 11,693 (4,824) (1,364) 344,338 11,469 (14,668) (702) 340,437

34,701 5,659 (5,398) 34,962 3,683 (9,890) 28,755

661,249 28,616 (10,369) (1,364) 678,132 27,094 (25,631) (3,601) 675,994

113,764 104,959

7,896 14,571

24,625 37,832

10,765 11,382

209,348 221,042 28,616 27,094

As at 31 December 2011, certain equipments have been fully depreciated but are still in use. The gross carrying amount (before deducting accumulated depreciation) of those assets amounted to approximately Baht 509 million (2010: Baht 506 million) (The Company only: Baht 484 million (2010: Baht 485 million)).

112 113

17. Intangible assets

(Unit: Thousand Baht)

Consolidated financial statements Futures Exchange Golf Membership Membership Software Fee At Cost: 1 January 2010 Acquisition 31 December 2010 Acquisition 31 December 2011 Accumulated amortisation: 1 January 2010 Amortisation charged for the year 31 December 2010 Amortisation charged for the year 31 December 2011 Net Book Value: 31 December 2010 31 December 2011 Amortisation included in profit or loss for the years: 2010 2011

Total

3,597 158 3,755 1,010 4,765

46,693 3,488 50,181 9,811 59,992

5,000 5,000 5,000

55,290 3,646 58,936 10,821 69,757

1,989 196 2,185 268 2,453

32,279 5,646 37,925 5,146 43,071

3,675 1,000 4,675 325 5,000

37,943 6,842 44,785 5,739 50,524

1,570 2,312

12,256 16,921

325 -

14,151 19,233 6,842 5,739

(Unit: Thousand Baht)

Separate financial statements Futures Exchange Golf Membership Membership Software Fee At Cost: 1 January 2010 Acquisition 31 December 2010 Acquisition 31 December 2011 Accumulated amortisation: 1 January 2010 Amortisation charged for the year 31 December 2010 Amortisation charged for the year 31 December 2011 Net Book Value: 31 December 2010 31 December 2011 Amortisation included in profit or loss for the years: 2010 2011

Total

3,597 158 3,755 1,010 4,765

41,883 2,609 44,492 8,239 52,731

5,000 5,000 5,000

50,480 2,767 53,247 9,249 62,496

1,989 196 2,185 268 2,453

32,266 3,836 36,102 3,772 39,874

3,675 1,000 4,675 325 5,000

37,930 5,032 42,962 4,365 47,327

1,570 2,312

8,390 12,857

325 -

10,285 15,169 5,032 4,365

As at 31 December 2011, certain intangible assets have been fully amortised but are still in use. The gross carrying amount (before deducting accumulated amortisation) of those intangible assets amounted to approximately Baht 45 million (2010: Baht 35 million) (The Company only: Baht 36 million (2010: Baht 29 million)).

114 115

18. Other assets

(Unit: Thousand Baht)

Consolidated financial statements 2011 2010 20,900 19,577 47,929 42,365 8,165 7,694 30,577 27,790 5,000 5,000 10,512 10,897 123,083 113,323

Deposits Payments of securities clearing fund Prepaid expenses Fees and services income receivables Asset for protecting the clearing system Others Total

Separate financial statements 2011 2010 18,090 17,490 47,929 42,365 6,266 6,347 1,725 1,555 5,000 5,000 8,734 8,136 87,744 80,893

19. Debt issued and borrowings

(Unit: Thousand Baht)

Interest rate per annum 2011 2010 (Percent) (Percent) Financial institution Bank overdraft Debt issued and borrowings Bills of exchange

MOR 3.90

Remaining period to maturity 2011 2010

- Within 1 year

financial statements 2011

2010

1,190

1.70 - 2.06 Within 1 year Within 1 year

99,256

151,849

No collateral for these borrowings.

20. Securities sold under repurchase agreements

Government securities Private sector debt securities Total

(Unit: Thousand Baht)

Consolidated and Separate financial statements 2011 2010 197,597 20,344 197,597 20,344

21. Payables to Clearing House

Payables to Clearing House Payables to overseas securities companies Payables to Clearing House

(Unit: Thousand Baht)

Consolidated and Separate financial statements 2011 2010 137,623 28,815 2,928 28,815 140,551

22. Securities and derivatives business payables

(Unit: Thousand Baht)

Consolidated and Separate financial statements 2011 2010 Securities business payables Cash accounts Securities borrowing and lending payables Derivatives business payables Derivatives business payables Securities and derivatives business payables

1,653,820 29,347

1,765,823 12,780

626 1,683,793

1,619 1,780,222

23. Provision for long-term employee benefits

Provision for long-term employee benefits as at 31 December 2011, which is compensations on employeesâ&#x20AC;&#x2122; retirement, was as follows:

(Unit: Thousand Baht)

Defined benefit obligation at the beginning of year a) Current service cost Interest cost Defined benefit obligation at the end of year

Consolidated Separate financial statements financial statements 61,242 49,895 5,319 3,930 2,640 2,118 69,201 55,943

a) Included

cumulative effect of change in accounting policy for employee benefits adjusted against beginning balance of retained earnings (Note 5).

Long-term employee benefit expenses included in the consolidated profit or loss for the year ended 31 December 2011 amounted to Baht 8 million (The Company only: Baht 6 million).

116 117

Principal actuarial assumptions at the valuation date were as follows:

Discount rate Future salary increase rate Staff turnover rate (Depend on age of employee)

24. Provision

Legal case

(Unit: Percent per annum)

Consolidated Separate financial statements financial statements 4.7 4.7 3.0 - 3.5 3.5 0 - 50 0 - 50

(Unit: Thousand Baht) Consolidated and Separate financial statements 2011 2010 4,400 4,400

25. Other liabilities

Withholding tax payable Value added tax payable Others Total

Consolidated financial statements 2011 2010 7,239 8,882 4,842 8,146 10,666 23,248 22,747 40,276

(Unit: Thousand Baht)

Separate financial statements 2011 2010 6,695 8,350 3,845 7,128 10,632 15,897 21,172 31,375

26. Statutory reserve

Pursuant to Section 116 of the Public Limited Companies Act B.E. 2535, the Company is required to set aside a statutory reserve at least 5 percent of its net profit after deducting accumulated deficit brought forward (if any) until the reserve reaches 10 percent of the registered share capital. The statutory reserve is not available for dividend distribution.

27. Dividend Dividends Final dividend for 2009 Interim dividend for 2010 Total Final dividend for 2010 Interim dividend for 2011 2554 Total

Approved by

Total dividends (Thousand Baht)

Annual General Meeting of the shareholders on 29 April 2010 Board of Directorsâ&#x20AC;&#x2122; meeting on 20 August 2010 Annual General Meeting of the shareholders on 19 April 2011 Board of Directorsâ&#x20AC;&#x2122; meeting on 24 August 2011

28. Brokerage fees

Brokerage fees from securities business Brokerage fees from derivatives business Other brokerage fees Total

Consolidated financial statements 2011 2010 1,187,813 1,237,757 80,364 50,095 12,352 16,518 1,280,529 1,304,370

Dividend per share (Baht)

294,792

0.14

147,396 442,188

0.07 0.21

442,188

0.21

168,452 610,640

0.08 0.29

(Unit: Thousand Baht)

Separate financial statements 2011 2010 1,187,813 1,237,757 80,364 50,095 19,442 25,115 1,287,619 1,312,967

118 119

29. Fees and services income

Underwriting fee Financial advisory fee Investment advisory fee Securities lending fee Private fund management fee Mutual fund management fee Others Total

Consolidated financial statements 2011 2010 36,696 15,583 64,158 44,984 7,938 1,954 2,659 3,420 64,152 47,443 90,607 101,401 16,505 16,594 282,715 231,379

(Unit: Thousand Baht)

Separate financial statements 2011 2010 36,696 15,583 2,380 400 7,938 1,954 2,659 3,420 1,695 73 189 51,441 21,546

30. Provident fund

The Company and its employees, and the subsidiaries and its employees have jointly established provident fund in accordance with the Provident Fund Act B.E. 2530. The Company, its subsidiaries and employees of each company contributed to the funds monthly at the rate of 4-8 percent of basic salary. The funds, which have managed by BBL Asset Management Public Company Limited since March 2010 (formerly managed by Bangkok Bank Public Company Limited) will be paid to employees upon termination in accordance with the fund rules. During the years, the Company and the subsidiaries contributed to the funds as follows:

Contributions to provident funds

Consolidated financial statements 2011 2010 27 24

(Unit: Million Baht)

Separate financial statements 2011 2010 23 20

31. Earnings per share

Basic earnings per share is determined by dividing profit for the period attributable to equity holders of the Company (excluding other comprehensive income) by the weighted average number of ordinary shares in issue during the year

Profit for the year (Thousand Baht) Weighted average number of ordinary shares (Thousand shares) Earnings per share (Baht/share)

Consolidated financial statements 2011 2010 505,316 751,640

Separate financial statements 2011 2010 492,578 747,770

2,105,656 0.24

2,105,656 0.23

2,105,656 0.36

32. Related party transactions

The relationships between the Company and its related parties are summarised below. Name of related parties Asset Plus Fund Management Co., Ltd. Asia Plus Advisory Co., Ltd. Bangkok Bank Plc. BBL Asset Management Co., Ltd. Funds managed by BBL Asset Management Co., Ltd. Funds managed by Asset Plus Fund Management Co., Ltd. Funds managed by the Company Asia Sermkij Co., Ltd. Chatrian Holding Co., Ltd. Thai Incubator Dot Com Co., Ltd. City Realty Co., Ltd. City Villa Co., Ltd. Ticon Industrial Connection Plc. Bangkok Club Co., Ltd. Metro Systems Corporation Plc. Narai Ruampipat Co., Ltd. Asia Warehouse Co., Ltd. Sathorn City Tower Juristic Person Chatubutr Holding Co., Ltd. Panichsawad Co., Ltd. Prasertkit Enterprise Co., Ltd. Bangkok Insurance Plc. Copperwired Co., Ltd.

Relationship Subsidiary Subsidiary Shareholder and close family member of the Companyâ&#x20AC;&#x2122;s director holds a position of director Bangkok Bank Plc. is its major shareholder Managed by BBL Asset Management Co., Ltd. Managed by Asset Plus Fund Management Co., Ltd. Managed by the Company Common directors Common directors Common directors Common directors Common directors Common directors Common directors Common directors Common directors Common directors Common directors Common directors Common directors Common directors Common directors Common directors

120 121

During the years, the Company and the subsidiaries had significant business transactions with related parties. Such transactions, which are summarised below, arose in the ordinary course of business and were concluded on commercial terms and bases agreed upon between the Company and these related parties.

(Unit: Thousand Baht)

Transactions with subsidiaries (Eliminated from consolidated financial statements) Service fee income Dividend income Other income Other expenses Service fee expense Transactions with related parties Brokerage fees and service income Dividend income Interest income Premises and equipment expenses Bank charges Other expenses Interest expenses Consultant fee expenses Purchase of assets Other income Transactions with the directors of the Companyâ&#x20AC;&#x2122;s group and their close family members Brokerage fee Fee and service expense Sale of asset

Consolidated financial statements

Separate financial statements

2011

2010

7,090 33,000

1,800 330 9,080

18,898

12,564

18,898

17,776

13,325

17,776

356 54,164

247 47,275

319 42,541

5,975

5,539

5,877

1,484

869

1,456

126 11,346 -

402 480 3,471 23

126 11,234 -

4,821

5,804

4,821

259 1,589

271 -

259 1,589

Pricing policy

2010

8,597 Price stated in contract 23,000 Normal rate declared to ordinary investors 1,800 Agreed upon basis 1,353 Agreed upon basis - Agreed upon basis 12,564 Normal rate charged to ordinary customers/price stated in contract 13,325 Normal rate declared to ordinary investors 240 Market rate 36,895 Price stated in contract 5,437 Normal rate charged to ordinary customers 846 Normal rate charged to ordinary customers 402 Market rate 480 Agreed upon basis 3,460 Agreed upon basis 23 Agreed upon basis

5,804 Normal rate charged to ordinary customers 271 Agreed upon basis - Market price

The balances of accounts as at 31 December 2011 and 2010 between the Company, subsidiaries and those related companies are as follows:

(Unit: Thousand Baht)

Consolidated financial statements 2011 2010 Subsidiaries (Eliminated from the consolidated financial statements) Fees and services income receivables Other assets Other liabilities Related parties Deposits at financial institutions in the name of Company and on behalf of customers Securities business receivables Accrued interest income Deposits Other assets Accrued expenses Other liabilities Transactions with the directors of the Companyâ&#x20AC;&#x2122;s group and their close family members Securities business receivables Securities business payables

Separate financial statements 2011 2010

212 75 -

733 75 1,058

35,300 15,584 8 11,472 995 1,090 134

31,829 112,164 3 10,450 44 1,047 7

28,028 15,584 6 8,901 995 962 115

28,697 112,164 3 8,515 11 882 7

271 4,422

2,955 -

271 4,422

2,955 -

The Company has overdraft facilities Baht 30 million and short-term revolving loan facilities totaling Baht 100 million with a bank which is related company. As at 31 December 2011 and 2010, the Company has not drawn down such facilities.

122 123

During the year 2011, movements of borrowings from a related company were as follows:

(Unit: Thousand Baht)

Consolidated and Separate financial statements Balance as at Balance as at During the year 1 January 31 December Increase Decrease 2011 2011 Borrowings Bangkok Bank Plc.

2,455,000

(2,455,000)

Borrowings from a related company are charged interest at rates 2.15 - 3.65 percent per annum.

The outstanding balances of investments in related companies as at 31 December 2011 and 2010 are as follows: (Unit: Thousand Baht)

Consolidated and Separate financial statements 2011 2010 Equity securities Bangkok Bank Plc. Bangkok Club Co., Ltd. The Bangkok Garden Property Fund Sathorn City Tower Property Fund Bangkok Apartment Property Fund The Emporium Tower Property Fund Asset Plus Institution Dividend Fund Asset Plus BRIC Fund Asset Plus Premium Dividend Fund Asset Plus Smart Equity Fund Asset Plus S&P 500 Fund Debt securities Debenture of TICON Industrial Connection Plc. Total Add: Change in fair value of securities Less: Provision for impairment Net

81,694 1,240 761 64 1,000 4,100 289 26,735 10,002 6,161 -

194,524 1,240 761 77 1,000 4,100 289 26,735 20,002 6,548 10,000

132,046 82,093 (10,566) 203,573

30,000 295,276 170,026 (4,398) 460,904

During the years, the Company purchased and sold unit trusts of funds managed by Asset Plus Fund Management Company Limited, which is a subsidiary of the Company. Purchase and sales prices were made at the net asset value, which is the normal price charged to ordinary investors. The details are as follows: (Unit: Million Baht)

Asset Plus Fixed Income Fund Asset Plus Smart Equity Fund Asset Plus Gold Fund Asset Plus Oil Fund Asset Plus HSI Fund Asset Plus S&P 500 Fund Asset Plus High Growth LTF Asset Plus Institution Dividend Fund Asset Plus Asian Special Situations Fund Asset Plus BRIC Fund Asia Plus Premium Dividend Fund Active FIF Fund 5 Active FIF Fund 6 Asset Plus Nippon Growth Fund

21 6 40 58 20 5 9 55 19 10 20 10 52 31

Management benefits During the year 2011 and 2010, the Company and its subsidiaries had employee benefit expenses payable to their management as below.

Short-term benefits Post-employment benefits Total

Consolidated and Separate financial statements For the years ended 31 December Purchase of unit trusts Sales of unit trusts 2011 2010 2011 2010 1 26 43 20 15 11 10 -

Consolidated financial statements 2011 2010 135,830 184,582 2,138 137,968 184,582

(Unit: Thousand Baht)

Separate financial statements 2011 2010 113,748 169,606 1,605 115,353 169,606

Post-employment benefits of the Company and its subsidiariesâ&#x20AC;&#x2122; key management for the year 2010 were included in the adjustment to the beginning balance of retained earnings for the year 2011, as described in Note 5.

124 125

33. Commitments and contingent liabilities 33.1 Commitments As at 31 December 2011, the Company and its subsidiaries have the following outstanding commitment. 1) The Company and its subsidiaries have entered into several lease agreements in respect of the lease of area in the building and vehicles. The terms of the agreements are generally between 1 year and 4 years. Operating lease agreements are non-cancellable.

As at 31 December 2011, future minimum lease payments required under these non-cancellable operating leases contracts and service contracts were as follows. Payable within 2012 2013 - 2015

Consolidated financial statements 50 49

(Unit: Million Baht)

Separate financial statements 38 41

Baht 79 million of the commitments of the Company and the subsidiaries are obligations under lease contracts and service contracts with related companies (The Company only: Baht 61 million).

2) The Company has commitments to pay the fees related to its securities business to the Stock Exchange of Thailand, Thailand Clearing House Company Limited and Thailand Securities Depository Company Limited. These comprise a monthly fixed amount, a percentage of trading volume each month and/or a percentage of net settlements each month. 3) The Company has commitment to pay the fees related to its derivatives business to Thailand Futures Exchange Public Company Limited and Thailand Clearing House Company Limited. These comprise a monthly fixed amount and/or at the fixed payment for each purchase or sale of a derivatives contract transacted. 4) The Company has commitments to pay a fee to the Office of the Securities and Exchange Commission in relation to securities business licenses for securities brokerage at the rate of 0.0007 - 0.0018 percent of its trading volume. For commission received from securities trading, underwriting and others which the Company has licenses, the fee is charged at the rate of 1 percent per annum of income from the aforesaid activities. The minimum total fee is Baht 500,000 per annum. 5) The subsidiary has commitments to pay a fee to the Office of the Securities and Exchange Commission in relation to mutual fund management at the rate of 0.0005 - 0.005 percent of the net assets. The minimum total fee is Baht 500,000 per annum. 6) The Company has commitments in respect of futures contracts traded through the Thai Futures Exchange for 135 contracts as detailed below.

SET 50 Index Futures Gold Futures Total

Long position Number of Cost contracts (Thousand Baht) 27 33,542 27 33,542

Short position Number of Cost contracts (Thousand Baht) 100 71,084 8 9,501 108 80,585

7) The Company has commitments in respect of issuance and offer of derivative warrants in the Stock Exchange of Thailand. 8) The Company had commitments in respect of entering into forward contracts as detailed in Note 35. 9) The Company had commitments of Baht 2 million in respect of uncalled portion of investments in a company. 10) The subsidiary has commitment amounting to Baht 2 million under a software licensing agreement and computer program lease agreement. 33.2 Contingent liabilities 33.2.1 Bank guarantees As at 31 December 2011, there were outstanding bank guarantees of approximately Baht 2 million (2010: Baht 2 million), issued by a bank on behalf of the Company in respect of certain performance bonds required in the normal course of business of the Company. 33.2.2 Litigation The following significant lawsuits had been filed against the Company. 1) There is pending litigation in Chonburi Provincial Court since 1994. The Company was sued for the offence of disseminating news concerning information under the Securities and Exchange Act B.E. 2535. In November 2006, the Appeal Court dismissed the Company. The case is under consideration of Supreme Court. The Company’s management believes that the Company will not suffer losses from this case. 2) The Company has also been claimed since 1994 for tortuous act seeking damages for Baht 38 million. The court temporarily suspended the case pending for the outcome of the case above. The Company’s management believes that the Company will not suffer losses from this case. 3) On September 2005, the Company has been claimed as the second defendant for tortuous act seeking damages for Baht 30 million. The case is under hearing process. The Company’s management believes that the Company will not suffer losses from this case. 4) On August 2006, the Company has been claimed for tortuous act seeking damages for Baht 4 million. The case is under hearing process. The Company has recorded a provision of Baht 4 million for such losses. 5) On October 2010, the Company has been claimed for tortuous act seeking damages for Baht 2 million. The court dismissed the Company. Currently, it is in the process of appealing. The Company’s management believes that the Company will not suffer losses from this case.

34. Segment information

The Company and its subsidiaries business operations involve 4 principal segments: securities and derivatives brokerage segment, investment banking segment, fund management segment and investment trading segment. These operations are mainly carried on in Thailand.

Below is the financial information of the Company and its subsidiaries for the years ended 31 December 2011 and 2010, as follows:

126 127

Revenue from external customers Total revenues Loss on impairment Segment operating income (loss) Unallocated income (expenses): Interest income Other income Operating expenses Interest expenses Corporate income tax Profit for the year

Securities and derivatives brokerage segment 2011 2010 1,245 1,252 1,245 1,252 452

399

(Unit: Million Baht) Investment banking segment 2011 2010 111 61 111 61 20

(33)

Fund management Investment segment trading segment 2011 2010 2011 2010 176 167 46 519 176 167 46 519 (6) (29) 49

(19)

414

Consolidated financial statements 2011 2010 1,578 1,999 1,578 1,999 (6) (29) 502

814

200 235 (145) (44) (243) 505

110 223 (107) (17) (271) 752

Below is the financial information as at 31 December 2011 and 2010 of the Company and its subsidiaries by segment: Securities and derivatives brokerage segment 2011 2010 Property, plant and equipment and intangible assets - net - allocated - unallocated Total Unallocated assets Total assets

(Unit: Million Baht)

Investment banking segment 2011 2010

Fund management segment 2011 2010

Investment trading segment 2011 2010

Consolidated financial statements 2011 2010

46 206 252 6,191 6,443

32 197 229 7,034 7,263

35. Financial instruments 35.1 Financial risk management The Companyâ&#x20AC;&#x2122;s financial instruments, as defined under Thai Accounting Standard No. 107 â&#x20AC;&#x153;Financial Instruments: Disclosure and Presentationsâ&#x20AC;?, principally comprise cash and cash equivalents, deposits at financial institutions, securities purchased under resale agreements, receivables from Clearing House, securities and derivatives business receivables, derivatives assets, investments in debt securities, fees and services income receivables, borrowings from financial institution, securities sold under repurchase agreements, payables to Clearing House, securities and derivatives business payables, derivatives liabilities and debt issued and borrowings. The financial risks associated with these financial instruments and how they are managed in described below.

Credit risk The Company and its subsidiaries are exposed to credit risk primarily with respect to deposits at financial institutions, securities purchased under resale agreements, receivables from Clearing House, securities and derivatives business receivables, derivatives assets, investments in debt securities and fees and services income receivables. The Company manages the risk by setting up various measures to evaluate credit risks of all new customers when apply for new accounts to determining a proper credit line. The Company also reviews customers’ credit lines continuously. To control risk in lending for securities purchase, the Company evaluates the customers’ financial status and ability to repay as well as the customers’ current trading patterns. The Company also limits the list of securities that can be purchased on margin, and considers the securities fundamentals and liquidity. In addition, the Company limits the amount of securities that can be purchased and its concentration in any particular securities.

In addition, the investment in debt instruments is determined on the basis of the firm financial status of issuing institutions and their instruments being rated at acceptable rating by the reputable credit rating agencies.

In addition, the Company and its subsidiaries do not have high concentration of credit risk of retail client since it has a large customer base. The maximum exposure to credit risk is limited to the carrying amounts as follows:

Financial assets Deposits at financial institutions in the name of Company and on behalf of customers Securities purchased under resale agreements Receivables from Clearing House Securities and derivatives business receivables Derivatives assets Investment in debt securities Fees and services income receivables

(Unit: Thousand Baht)

Consolidated financial statements 2011 2010

Separate financial statements 2011 2010

4,181,949 197,587 587,019 2,521,930 4,658 474,012 30,577

4,009,996 197,587 587,019 2,521,930 4,658 464,012 1,725

2,998,041 459,398 3,408,787 6,568 548,041 27,790

2,822,985 459,398 3,408,787 6,568 538,041 1,555

Interest rate risk The Company and its subsidiaries’ exposure to interest rate risk relates primarily to deposits at financial institutions, securities purchased under resale agreements, securities business receivables - credit balance accounts, investment in debt securities, securities sold under repurchase agreements, borrowings from financial institution and debt issued and borrowings. However, since the Company and its subsidiaries’ financial assets and liabilities are short-term in nature and bear floating interest rates or fixed interest rates which are close to the market rate, the interest rate risk is expected to be minimal.

Significant financial assets and liabilities as at 31 December 2011 and 2010 classified by type of interest rates are summarised in the table below, with those financial assets and liabilities that carry fixed interest rates further classified based on the maturity date, or the repricing date if this occurs before the maturity date.

128 129

(Unit: Million Baht) Consolidated financial statements As at 31 December 2011 Outstanding balances of financial instruments Repricing or maturity dates NonFloating perinterest Within 1 - 5 Over No forming No rate At call 1 year years 5 years maturity debt interest Total Financial instruments - assets Cash and cash equivalents Deposits at financial institutions Securities purchased under resale agreements Receivables from Clearing House Securities and derivatives business receivables Derivatives assets Investments in debt securities Fees and services income receivables Financial instruments - liabilities Borrowings from financial institution Securities sold under repurchase agreements Payable to Clearing House Securities and derivatives business payables Derivatives liabilities Debt issued and borrowings

Interest rate (Percent per annum) Floating rate

Fixed rate

33 1,252 -

804 -

403 120 198 99 -

194 -

57 -

124 -

37 -

152 587 1,269 5 31

1,392 120 198 587 2,558 5 474 31

0.25 - 0.75 5.5 - 6.925 -

2.75 - 3.55 2.3 - 4.1 4.2 2.6 - 5.25 -

1 -

198 99

29 1,684 21 -

1 198 29 1,684 21 99

MOR -

4.2 3.90

(Unit: Million Baht) Separate financial statements As at 31 December 2011 Outstanding balances of financial instruments Repricing or maturity dates NonFloating perinterest Within 1 - 5 Over No forming No rate At call 1 year years 5 years maturity debt interest Total Financial instruments - assets Cash and cash equivalents Securities purchased under resale agreements Receivables from Clearing House Securities and derivatives business receivables Derivatives assets Investments in debt securities Fees and services income receivables Financial instruments - liabilities Borrowings from financial institution Securities sold under repurchase agreements Payable to Clearing House Securities and derivatives business payables Derivatives liabilities Debt issued and borrowings

Interest rate (Percent per annum) Floating rate

Fixed rate

25 1,252 -

760 -

403 198 99 -

184 -

57 -

124

37 -

152 587 1,269 5 2

1,340 198 587 2,558 5 464 2

0.25 - 0.75 5.5 - 6.925 -

3.10 - 3.55 4.2 2.6 - 5.25 -

1 -

198 99

29 1,684 21 -

1 198 29 1,684 21 99

MOR -

4.2 3.90

(Unit: Million Baht) Consolidated financial statements As at 31 December 2010 Outstanding balances of financial instruments Repricing or maturity dates NonFloating perinterest Within 1 - 5 Over No forming No rate At call 1 year years 5 years maturity debt interest Total Financial instruments - assets Cash and cash equivalents Deposits at financial institutions Receivables from Clearing House Securities and derivatives business receivables Derivatives assets Investments in debt securities Fees and services income receivables Financial instruments - liabilities Securities sold under repurchase agreements Payable to Clearing House Securities and derivatives business payables Derivatives liabilities Debt issued and borrowings

Interest rate (Percent per annum) Floating rate

Fixed rate

44 1,944 -

22 -

124 120 118 -

324 -

44 -

37 -

28 459 1,464 7 28

218 120 459 3,445 7 548 28

0.25-0.75 5.00-12.00 -

1.60-1.75 0.75-2.05 1.75-5.38 -

20 152

141 1,780 238 -

20 141 1,780 238 152

2.84 1.70-2.06

(Unit: Million Baht) Separate financial statements As at 31 December 2010 Outstanding balances of financial instruments Repricing or maturity dates NonFloating perinterest Within 1 - 5 Over No forming No rate At call 1 year years 5 years maturity debt interest Total Financial instruments - assets Cash and cash equivalents Receivables from Clearing House Securities and derivatives business receivables Derivatives assets Investments in debt securities Fees and services income receivables Financial instruments - liabilities Securities sold under repurchase agreements Payable to Clearing House Securities and derivatives business payables Derivatives liabilities Debt issued and borrowings

Interest rate (Percent per annum) Floating rate

Fixed rate

28 1,944 -

107 118 -

314 -

44 -

37 -

27 459 1,464 7 2

162 459 3,445 7 538 2

0.25-0.75 5.00-12.00 -

1.75 1.75-5.38 -

20 152

141 1,780 238 -

20 141 1,780 238 152

2.84 1.70-2.06

130 131

Liquidity Risk The Company may be exposed to liquidity risk due to securities and derivatives business receivables, of which the Company may not be able to obtain settlement, and due to investments, which the Company may not be able to dispose at the expected prices due to volatility in the market. However, these financial assets are considered highly liquid assets, as reflected in the Companyâ&#x20AC;&#x2122;s net capital ratio which is higher than the mandatory minimum requirement of 7 percent. The Company also has sufficient credit lines from various financial institutions to finance its operations.

The periods of time from the end of the reporting period to the maturity dates of financial instruments as of 31 December 2011 and 2010 are as follows: (Unit: Million Baht)

Consolidated financial statements As at 31 December 2011 Outstanding balances of financial instruments Non performing Within 1-5 Over No debt 1 year years 5 years maturity

At call Financial instruments - assets Cash and cash equivalents Deposits at financial institutions Securities purchased under resale agreements Receivables from Clearing House Securities and derivatives business receivables Derivatives assets Investments in debt securities Fees and services income receivables Financial instruments - liabilities Borrowings from financial institution Securities sold under repurchaseagreements Payable to Clearing House Securities and derivatives business payables Other derivatives liabilities Debt issued and borrowings

Total

989 -

403 120 198 587 1,269 5 99 31

194 -

57 -

1,252 124 -

37 -

1,392 120 198 587 2,558 5 474 31

1 -

198 29 1,684 21 99

1 198 29 1,684 21 99

(Unit: Million Baht) Separate financial statements As at 31 December 2011 Outstanding balances of financial instruments Non performing Within 1-5 Over No debt 1 year years 5 years maturity

At call Financial instruments - assets Cash and cash equivalents Securities purchased under resale agreements Receivables from Clearing House Securities and derivatives business receivables Derivatives assets Investments in debt securities Fees and services income receivables Financial instruments - liabilities Borrowings from financial institution Securities sold under repurchase agreements Payable to Clearing House Securities and derivatives business payables Derivatives liabilities Debt issued and borrowings

Total

937 -

403 198 587 1,269 5 99 2

184 -

57 -

1,252 124 -

37 -

1,340 198 587 2,558 5 464 2

1 -

198 29 1,684 21 99

1 198 29 1,684 21 99

(Unit: Million Baht) Consolidated financial statements As at 31 December 2010 Outstanding balances of financial instruments Non performing Within 1-5 Over No debt 1 year years 5 years maturity

At call Financial instruments - assets Cash and cash equivalents Deposits at financial institutions Receivables from Clearing House Securities and derivatives business receivables Derivatives assets Investments in debt securities Fees and services income receivables Financial instruments - liabilities Securities sold under repurchase agreements Payable to Clearing House Securities and derivatives business payables Derivatives liabilities Debt issued and borrowings

Total

94 -

124 120 459 1,464 7 118 28

324 -

44 -

1,944 62 -

37 -

218 120 459 3,445 7 548 28

20 141 1,780 238 152

132 133

(Unit: Million Baht) Separate financial statements As at 31 December 2010 Outstanding balances of financial instruments Non performing Within 1-5 Over No debt 1 year years 5 years maturity

At call Financial instruments - assets Cash and cash equivalents Receivables from Clearing House Securities and derivatives business receivables Derivatives assets Investments in debt securities Fees and services income receivables Financial instruments - liabilities Securities sold under repurchase agreements Payable to Clearing House Securities and derivatives business payables Derivatives liabilities Debt issued and borrowings

Total

55 -

107 459 1,464 7 118 2

314 -

44 -

1,944 62 -

37 -

162 459 3,445 7 538 2

20 141 1,780 238 152

Foreign currency risk The Company is exposed to significant foreign currency risk in respect of investments in foreign currency. The Company seeks to reduce this risk by entering into forward contracts when it considers appropriate. Generally, the forward contracts mature within 1 year.

As at 31 December 2011 and 2010, outstanding balances of the Companyâ&#x20AC;&#x2122;s financial assets and liabilities denominated in foreign currencies are as follows:

Foreign Currency

US Dollar Australia Dollar Pound Sterling Hong Kong Dollar Japanese Yen Korea Won Euro

Consolidated and Separate financial statements Financial assets Financial liabilities Average exchange rate 2011 2010 2011 2010 2011 2010 (Million) (Million) (Million) (Million) (Baht per 1 foreign currency unit) 10.40 7.48 0.70 31.69 30.15 0.17 0.09 32.20 30.72 0.15 0.06 0.06 48.86 46.80 13.76 2.30 4.82 4.08 3.87 37.88 30.80 1.52 0.41 0.37 111.42 113.76 0.03 0.03 0.73 41.03 -

Forward contracts outstanding as at 31 December 2011 and 2010 are summarised below.

Consolidated and Separate financial statements As at 31 December 2011 Foreign currency Amount The Company buy The Company sell The Company buy The Company sell (Million) (Million) Baht US Dollar 185.0 5.9 Baht Hong Kong Dollar 31.5 7.9 Baht Japanese Yen 7.2 18.4 Baht Euro 17.5 0.4

30.23 - 31.99 3.7955 - 4.0302 0.381 - 0.4035 41.4 - 43.0

As at 31 December 2011, the Company entered into forward contracts to sell USD 3.3 million to reduce the foreign currency risk in respect of investment in foreign currencies for the Company’s portfolio. The remaining are the forward contracts which the Company entered into in order to reduce the foreign currency risk in respect of investment in foreign currencies for the clients’ portfolio. Consolidated and Separate financial statements As at 31 December 2010 Foreign currency Amount The Company buy The Company sell The Company buy The Company sell (Million) (Million) Baht US Dollar 188.9 6.2 Baht Pound Sterling 3.6 0.1 Baht Hong Kong Dollar 21.3 5.5 Baht Japanese Yen 9.0 25.0 US Dollar Korea Won 0.1 169.0 US Dollar Baht 0.1 2.9 Pound Sterling Baht 0.1 2.9

Contractual exchange rate

Contractual exchange rate 29.83 - 31.195 46.85 3.855 - 3.88 0.358 - 0.3615 1,165 - 1,175 29.865 47.14

As at 31 December 2010, the Company entered into forward contracts to sell USD 4.0 million and buy Pound Stering 0.06 million to reduce the foreign currency risk in respect of investment in foreign currencies for the Company’s portfolio. The remaining are the forward contracts which the Company entered into in order to reduce the foreign currency risk in respect of investment in foreign currencies for the clients’ portfolio.

134 135

Financial derivatives instruments As of 31 December 2011, the fair values of financial derivatives which is the Company’s commitments as presented in the Company’s accounts are as follows:

(Unit: Thousand Baht)

Remaining period before maturity date 6 months 1 - 6 months 1 year Over 1 year SET 50 Index Futures Short position Gold Futures Long position Short position

Total

70,930

32,076 9,504

Market risk Factors of political and economic issues both internally and externally have an impact on the capital market conditions. Especially, the volatility of price movement affects on the gain or loss on the investment. Diversifying portfolios, after studying available information and analytical research could ease some investment risks.

35.2 Fair value of financial instruments Since the majority of the Company and its subsidiaries’ financial instruments are short-term in nature or bear interest rates which are close to the market rates, their fair values are not expected to be materially different from the amounts presented in the statements of financial position.

Fair value represents the amount for which an asset could be exchanged or a liability settled between knowledgeable, willing parties in an arm’s length transaction. The Company and its subsidiaries have estimated the fair value of financial instruments as follows:

a) Financial assets The methodology used for determining the fair value is dependent upon the characteristics of the financial instruments. The fair values of financial assets are presented as the amount stated in the statements of financial position, including deposits at financial institutions, which are considered to approximate their respective carrying value since the financial instruments are predominantly subject to market interest rates. Financial instruments that have standard terms and conditions which are traded on an active and liquid market, such as investments in debt securities and derivatives, have their fair values determined by the quoted market price. The fair values of securities purchased under resale agreements and receivables from Clearing House present at book values since the maturity dates are in short-term period. The fair values of securities and derivatives business receivables and fee and services income receivables present at book value after deducting of allowance for doubtful accounts. The fair value of derivatives assets are determined by quoted market price. b) Financial liabilities The fair values of borrowings from financial institution, securities sold under repurchase agreements, payables to Clearing House, securities and derivatives business payables and debt issued and borrowings present at book value since the maturity dates are in short-term period. The fair values of derivatives liabilities are determined by quoted market price.

As at 31 December 2011 and 2010, there are no material differences between the book value of financial instruments and their fair values.

36. Capital management

The primary objectives of the Company’s capital management is to ensure that it has appropriate financial structure, to preserve the ability to continue its business as a going concern and to maintain net capital adequacy in accordance with the Notifications of the Office of the Securities and Exchange Commission.

37. Event after the reporting period

The Meeting of the Company’s Board of Directors, held on 22 February 2012, passed the resolution to propose the payment of a dividend for the year 2011 of Baht 0.20 per share. However, since the Board of Directors previously approved an interim dividend from income of the year 2011 amounting to Baht 0.08 per share, the Board will propose the remaining dividend payment of Baht 0.12 per share, amounting to Baht 253 million, for approval by the Annual General Meeting of the Company’s shareholders for the year 2012.

38. Reclassification

To comply with the Notification of the Office of the Securities and Exchange Commission relating to the format of the financial statements of securities companies as described in Note 2.1 and as the result of the adoption of revised and new accounting standards as described in Note 3, certain amounts in the financial statements for the year ended 31 December 2010 have been reclassified to conform to the current year’s classification, without any effect to the previously reported profit or owners’ equity. The reclassifications are as follows:

Statements of financial position

Derivatives assets Investments - net Borrowings Debt issued and borrowings Provision for long-term employee benefits Provision

(Unit: Thousand Baht)

As at 31 December 2010 Consolidated Separate financial statements financial statements As As previously As As previously reclassified reported reclassified reported 6,568 2,166 6,568 2,166 2,708,596 2,712,998 2,698,596 2,702,998 151,849 151,849 151,849 151,849 2,883 2,883 4,400 7,283 4,400 7,283

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Statements of comprehensive income

Brokerage fee Brokerage fees from securities business Brokerage fees from derivatives business Fee and service income Gain on securities Gain on derivatives Gain on securities trading Gain on derivatives trading Personnel expenses Directorsâ&#x20AC;&#x2122; remuneration Management benefit and directorsâ&#x20AC;&#x2122; remuneration Tax and duties Other expenses Impairment loss from securities

(Unit: Thousand Baht)

For the year ended 31 December 2010 Consolidated Separate financial statements financial statements As As previously As As previously reclassified reported reclassified reported 1,304,370 1,312,967 1,237,757 1,237,757 50,095 50,095 231,379 247,897 21,546 46,661 554,341 554,341 32,863 32,863 526,740 526,740 31,842 31,842 923,204 712,228 812,674 643,068 6,945 5,185 217,921 174,791 7,387 7,083 92,727 85,340 76,668 69,585 28,622 28,622 -

39. Approval of financial statements

These financial statements were authorised for issue by the Companyâ&#x20AC;&#x2122;s Board of Directors on 22 February 2012.

Audit Fee Asia Plus Securities Public Company Limited and its subsidiaries paid the audit fee of Baht 2,220,000 to Ernst and Young Office Limited where the companyâ&#x20AC;&#x2122;s auditors are working. This amount comprised Baht 1,450,000 for auditing of the company and Baht 770,000 for auditing of subsidiaries.

Non-audit fee For this fiscal year, the company and its subsidiaries did not receive other kind of service from Ernst and Young Office Limited where the companyâ&#x20AC;&#x2122;s auditors are working, and from the persons or the businesses concerned with the auditors and the company where they are working.

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Bangkok Branches Branches

Manager

Address

Telephone

Facsimile

3/F, Sathorn City Tower, 175 South Sathorn Road, Tungmahamek, Sathorn, Bangkok 10120

0-2285-1666, 0-2285-1888, 0-2680-1111

0-2285-1901

Phlapphlachai Mr.Pichet Uamongkolkarn 1/F, Phlapphla Chai Building 2, 9/1 Sua Pa Road, Mrs.Suntaree Pom Prap, Pom Prap Sattru Phai, Bangkok 10100 Maturapojanakul

0-2623-1520-6

0-2623-1539, 0-2623-1578, 0-2623-1597, 0-2623-1582, 0-2623-2876, 0-2627-5302

Emporium

Miss Naphachanok Pornpiboon

10/4 F, Emporium Tower, 622 Sukhumvit 24 Road, Khlong Tan, Khlong Toei, Bangkok 10110

0-2664-8999

0-2664-9799

Royal City Avenue

Mr.Piboon Rattanakhongsuk

23/129 Soi Soonvijai, Rama IX Road, Bang Kapi, Huai Khwang, Bangkok 10320

0-2203-0011-16, 0-2203-0010, 0-2641-5884-85, 0-2203-0017 0-2641-5888

Ngamwongwan Miss Vipavee Sumontecharat

Room 12/1,12/F, The Mall Shopping Center (Ngamwongwan), 30/39-50, Ngamwongwan Road, Bang Khen, Mueang Nonthaburi, Nonthaburi 11000

0-2550-0955

0-2550-0966

Lat Phrao

Mrs.Kanokporn Subanajouy

Room 1200/10-11, 12/F, Central Plaza Lat Phrao, 1693 Phahonyothin Road, Lat Yao, Chatuchak , Bangkok 10900

0-2937-0295, 0-2937-0455

0-2937-0315, 0-2937-0465

Siam

Mr.Pongsak Watanasirisuk Unit B2, 10/F Siam Tower, 989 Rama I Road, Pathum Wan, Pathum Wan, Bangkok 10330

0-2670-9999, 0-2263-8499

0-2670-9995-8

Sindhorn

Miss Pipattra Theerathep

0-2690-4499

0-2690-4444, 0-2690-4466

Head Office

15/F, Sindhorn Tower 3, 130-132 Wireless Road, Lumpini, Pathum Wan, Bangkok 10330

Provincial Branches Branches

Manager

Address

Telephone

Khon Kaen

Mr.Surabun Javatanakun

4/F, BBL Na-Mueang Road Branch Building , 680/12 Na-Mueang Road, Naimueang, Mueang Khon Kaen, Khon Kaen 40000

0-4332-2101-04 0-4332-2120, 0-4332-2105

Chanthaburi

Mr.Veerasak Kumsaranee 4/F, BBL Tha-Chalaep Road Branch Building,197 Mr.Sakon Kaewkao Tha-Chalaep Road, Talat Chanthaburi, Mueang Chanthaburi, Chanthaburi 22000

Surat Thani

Mr.Weerachai Tainmeephol

4/F, BBL Chon Kasem Road Branch Building, 0-7728-3631-3, 0-7721-6511, 337/20 Chon Kasem Road, Talat , Mueang Surat Thani, 0-7721-6500 0-7721-6522 Surat Thani 84000

Si Racha

Mrs.Rung-A-Roon Pongkasame

7/F, BBL Si Racha Branch Building, 98 0-3832-2746-49, 0-3877-1426 Sukhumvit Road, Si Racha, Si Racha, Chon Buri 20110 0-3832-2755

Chiang Mai

Miss Mayuree Pornputtipun 164/44-45 Chang Klarn Road, Chang Klarn, Mueang Chiang Mai, Chiang Mai, 50100

0-5327-3716-20 0-5327-3714

Hat Yai

Mrs.Orawan Petchmunee

0-7426-2000-2, 0-7426-2009 0-7435-2500-3

Phitsanulok

Mr.Yothin Santiwongdecha 3/F, BBL Phitsanulok Branch Building, 262/24 Baromtriloknart Road, Nai Mueang , Mueang Phitsanulok, Phitsanulok 65000

0-5521-7833-37 0-5521-7851

Udon Thani

Mrs.Chamairuadee Apiwattanaporn

3/F, BBL Phosi Road Branch Building, 227 Phosi Road, Mark Kheng , Mueang Udon Thani, Udon Thani 41000

0-4232-6999, 0-4221-1411

Chiang Rai

Miss Wiphada Wisanwattana

3/F, BBL Ha Yaek Phokhun Mengrai Branch Building, 866/18 Super Highway (Asia Routh1) Road, Rob Wieng, Mueang Chiang Rai, Chiang Rai 57000

0-5360-0788, 0-5374-2858 0-5374-2851-2, 0-5371-9583

Lampang

Mr.Nithas Yaowasakulmas 3/F, BBL Chat Chai Road Branch Building, 341/3 Boonwas (Chat Chai) Road, Suan dok, Mueang Lampang, Lampang 52100

0-5432-3935-39 0-5432-3934

Mr.Chirapan Suwannawat

Pattaya Bazaar Building, 265/23-26 Moo 9, Pattaya 2 Road, Nong Prue, Bang Lamung, Chon Buri 20260

0-3841-2400-05 0-3841-9014

3/F, BBL Nakhon Sawan Branch Building, 154/1 Sawanwithi Road, Pak Nam Pho, Mueang Nakhon Sawan, Nakhon Sawan 60000

0-5631-2412

Pattaya

Nakhon Sawan Mrs.Petcharat Phataraworakulwong

7/F, BBL Hat Yai Branch Building , 39 Niphat U-thit 2 Road, Hat Yai, Hat Yai , Songkhla 90110

Facsimile

0-3932-2135-38 0-3935-1636

0-4232-6995

0-5631-2420

140 141

บริษัทหลักทรัพย์ เอเซีย พลัส จ�ำกัด (มหาชน)

เลขที่ 175 ชั้น 3 อาคารสาธรซิตี้ทาวเวอร์ ถนนสาทรใต้ แขวงทุ่งมหาเมฆ เขตสาทร กรุงเทพมหานคร 10120 โทรศัพท์ : 0 2285 1666, 0 2285 1888, 0 2680 1111 โทรสาร : 0 2285 1901

Asia Plus Securities Public Company Limited

3rd Floor Sathorn City Tower, 175 South Sathorn Road, Bangkok 10120 Tel : 0 2285 1666, 0 2285 1888, 0 2680 1111 Fax : 0 2285 1901